EGi: Terms and conditions •

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EGi terms and conditions

For all renewal and new subscriptions confirmed on and after 15 March 2018

1. General

1.1 These terms and conditions apply to the use by an individual, institutional or corporate subscriber (“Subscriber”) of the data, software tools, information and editorial content (“Licensed Materials”) from time to time contained in the EGI products and services (“EGI Services”) specified in an order form agreed by EGI and the Subscriber (“Order Form”). These terms and conditions and the terms and conditions in the Order Form shall collectively be referred to as “Conditions”.

1.2 Provision of EGI Services is conditional on payment by the Subscriber of all amounts set out in the Order Form.

1.3. "EGI" is a trading name of Reed Business Information Limited.

2. License Terms and Use Restrictions

2.1 Subscribers will be given access to EGI Services on a Per User Licence, Site or Multisite Licence or an Enterprise License, (each a “Licence”) as stated on the Order Form and more specifically described in these Conditions. All Licences are personal to the Subscriber named on the Order Form and may not be assigned or transferred.

2.2 Subscribers and Authorised Users may only use the Licensed Materials and create and use Derived Materials in the normal course of the Subscriber’s business. The Subscriber may pass the Licensed Materials and/or Derived Materials to Subscribers and prospects as part of a presentation or similar on an ad-hoc basis, provided always that the Subscriber acknowledges EGI as a data source. Subscribers and Authorised Users may not (i) systematically redistribute the Licensed Materials and/or Derived Materials to Subscribers, prospects or Unauthorised persons; (ii) re-sell the EGI Services, any part of the Licensed Materials or any Derived Materials to others; (iii) download or otherwise copy substantial portions of the Licensed Materials; or (iv) use EGI Services in excess of Normal Usage.

2.3 Except where specifically provided otherwise, these Conditions apply to all Licences. The types of Licences are:

Per User License: this licence permits a single individual to access the EGI Services and to use the Licensed Materials in the course of the Subscriber’s normal business. The Subscriber shall: (i) obtain the prior written consent of EGI prior to any additional individual(s) being granted access to the EGI Services; and (ii) promptly notify EGI of any changes to the individuals identified in the Order Form.

Site or Multisite License: this licence permits all the Subscriber’s employees and/or other workers normally located at the physical site(s) specified on the Order Form to access the EGI Services and to use the Licensed Materials in the course of the Subscriber’s normal business.

Enterprise License: this license permits all the employees and/or other workers of the Subscriber Group to access the EGI Services and to use the Licensed Materials in the course of the Subscriber Group’s normal business. The addition of Affiliates to the Subscriber Group is subject to the prior written consent of RBI. References in these Conditions to Subscriber includes the Subscriber Group provided that the Subscriber will be liable for acts and omissions of Affiliates as though such acts and/or omissions were the Subscriber’s own.

3. Defined Conditions

In these terms:

“Data Protection Laws” means all data protection laws and regulations, including those of the United Kingdom (“UK”), Switzerland, European Economic Area (“EEA”) and the European Union (“Union”), applicable to the processing of personal data under these Conditions, including the Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (“GDPR”) from May 25, 2018. The terms “controller”, “data subject”, “personal data”, “personal data breach”, “processing”, and “processor” will have the meanings ascribed to them in the Data Protection Laws, and where the relevant Data Protection Laws use the term ‘data controller’ or ‘data processor’, they shall be read as controller and processor, respectively.

“Derived Materials” means materials created by or on behalf of the Subscriber incorporating the Licensed Materials in combination with other information and/or data;

“Normal Usage” means the average usage of the EGI Services by all subscribers over the same period as observed by EGI subject to a tolerance level of 20% ;

“Unauthorised” in relation to a person means any person other than a Subscriber or any other person within or outside a Subscriber Group who is neither a Subscriber nor an Authorised User but excludes administrative and support staff who provide technical and other support services to a Subscriber or Authorised Users but do not otherwise use the Licensed Materials.

4. Intellectual Property Rights

4.1. Passwords are not to be shared with unauthorised persons. If EGI suspects that a password is being used by an unauthorised person or if EGI detects use of the Licensed Materials in excess of Normal Usage it may cancel the relevant password.

4.2 All intellectual property rights, including but not limited to copyright and database rights, in the EGI Services and the Licensed Materials are and shall remain the property of Reed Business Information Limited, its Affiliates or third party licensors.

4.3 Subscribers and Authorised Users acquire no proprietary rights in the EGI Services or the Licensed Materials and except as expressly permitted by these Conditions may not use the EGI Services or the Licensed Materials in any way that infringes the intellectual property rights in them.

4.4 Subscribers and Authorised Users may not obscure or remove any copyright, disclaimer or other notices that appear on Licensed Materials extracted from the EGI Services.

4.5 The Subscriber shall ensure that the Licensed Materials, Derived Materials and extracts thereof will not be used in any way that could reasonably be considered untruthful, misleading, or disparaging of EGI or its products or services.

4.6 Subscribers and Authorised Users may not, make the EGI Services, any part of the Licensed Materials or any Derived Materials available to Unauthorised persons other than on an ad-hoc non-systematic basis in the normal course of the Subscriber’s business.

4.7 Subscribers and Authorised Users may not, without EGI’s prior written consent, use any automated algorithm, device, method, system or software to: (i) access, use, search, copy, monitor, mine, extract or scrape data or other content from the EGI Services; or (ii) disable or incapacitate any part of the EGI Services or any usage tracking application or programme used by EGI.

4.8 EGI will indemnify, defend and hold the Subscriber harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable legal costs) payable to a third party resulting from any claim that the Licensed Materials infringes any intellectual property right of such third party (a “Claim”); provided, however that EGI shall have no obligation under this section 4.9 to the extent such Claim is caused by: (i) Subscriber’s or a third party’s modification or misuse of Licensed Materials; (ii) infringing items of Subscriber’s or third party’s origin, design or selection; or (iii) the operation, combination or use of the Licensed Materials, without EGI’s prior written consent, with products or services provided by Subscriber or third parties.

4.9. EGI’s indemnification obligations hereunder shall be subject to: (i) EGI receiving prompt written notice of the existence of any Claim; (ii) EGI being able to, at its option and expense, control the defence and or settlement of such Claim; and (iii) EGI receiving full cooperation from Subscriber. In the event Subscriber notifies EGI of any Claim, EGI shall have the option to do one or more of the following: (i) procure a licence sufficient to continue offering the Licensed Materials to the Subscriber; or (ii) remove the relevant Licensed Materials from the EGI Services.

RELX Group and the RE symbol are trade marks of RELX Group plc, used under license.

5. Verification and Audit

5.1 The Subscriber shall, within seven days of a written request from EGI provide; (i) a list of all individuals who have access to the Licensed Materials; or (ii) a certificate signed by an officer of the Subscriber confirming that the Subscriber has complied in all material respects with these Conditions and specifically that the Licensed Materials have not been distributed or transmitted, in any form, to any Unauthorised person.

5.2 EGI or any other person authorised by EGI shall have the right, after giving written notice of ten calendar days, to enter the Subscriber’s premises during normal business hours and inspect the Subscriber’s records relating to the use and distribution of the Licensed Materials. EGI shall treat as confidential all information relating to the Subscriber’s business that it acquires in the course of such an inspection. EGI shall not exercise this right of inspection more than once in each calendar year.

5.3 If an audit performed by EGI under this section 5 reveals that the Subscriber is in breach of these Conditions the Subscriber will reimburse EGI; (i) the reasonable cost incurred by EGI in performing the audit; (ii) all fees payable in relation to any Unauthorised person or any other unauthorised use revealed by the audit as having access to the EGI Services or the Licensed Materials; and (iii) interest on the above amounts from the date they become payable until the date of payment at the highest rate permitted by applicable law.

5.4 The rights of EGI under this section shall continue for the term of the subscription and for 12 months thereafter.

6. Availability of EGI Services

6.1. EGI shall use all reasonable endeavours in accordance with good industry practice to ensure that EGI Services are available to Subscribers and Authorised Users excluding downtime for regular or emergency maintenance which shall be kept to a minimum.

6.2. Time is not of the essence in respect to the delivery of any particular EGI Service or Licensed Materials and EGI’s sole obligation is to effect such delivery as soon as is practically possible.

7. Warranties; Limitations on Liability

7.1 The EGI Services and Licensed Materials are provided by EGI on an ‘as is’ basis and EGI excludes to the extent permitted by law all implied warranties relating to fitness for a particular purpose. , merchantability, accuracy, correctness, timeliness, and completeness of EGI Services and Licensed Material. EGI is not responsible for errors and omissions in the Licensed Materials of any kind, regardless of the cause, or for results obtained from using EGI Services or Licensed Material.

7.2 The total aggregate liability of EGI to any Subscriber in connection with use of the EGI Services or Licensed Materials (other than for death or personal injury caused by its negligence or that of its agents) shall not exceed the amount paid or payable by the relevant Subscriber for the then current subscription term. To the extent permitted by applicable law EGI shall have no liability to any Subscriber for any special, incidental, indirect and/or consequential damage of any kind, even if it has been advised on the possibility of such damage.

7.3 The liability of EGI to any Subscriber for interruptions to availability of the EGI Services caused by circumstances within its control shall not exceed the amount paid by the relevant Subscriber for access to the relevant EGI Services. The only obligation of EGI in respect of interruptions caused by circumstances outside its control shall be to use all reasonable efforts to have the EGI Services reinstated.

7.4 EGI shall be under no liability for any failure, delay or omission by it arising from any cause beyond its control, including, but not limited to acts of God, acts or regulations of any governmental or supra-national authority, war or national emergency, denial of service attacks, fire, civil disobedience, strikes, lock-outs and industrial disputes.

7.5 It is the Subscriber’s responsibility to ensure that it has the equipment necessary to access the EGI Services and receive the Licensed Materials.

8. Suspension and Termination

8.1 EGI may without notice and without compensation suspend access to any EGI Services by a Subscriber and/or one or more Authorised Users if the Subscriber is in default of its payment obligations or EGI has reasonable grounds to suspect the Subscriber or such Authorised User(s) to be in breach of these Conditions.

8.2 EGI shall be entitled to update, enhance, withdraw or otherwise change the EGI Services from time to time.

8.3. On expiry of a subscription without renewal, or on termination or cancellation of a subscription for any reason during the subscription term, the Subscriber shall cease all use of the Licensed Materials immediately and delete all such Licensed Materials from its systems unless otherwise agreed in writing. The undertaking to delete Licensed Materials does not apply to Licensed Materials which the Subscriber must retain under any applicable law, rule or regulation, including the rules of a professional body but such Licensed Materials will remain subject to the remaining Conditions of this clause.

8.4. The EGI Services may be suspended or, at EGI’s option, terminated immediately by EGI without liability in the event that Subscriber or any Authorised User is sanctioned by the United Kingdom, the European Union, the United Nations or the United States of America trade sanction regimes.

8.5. Expiry or termination of these Conditions shall be without prejudice to the accrued rights and obligations of the parties and, in particular, sections 3, 4, 5 and 7 shall survive termination for whatever reason.

9. Data Protection

9.1. Each of the parties shall comply with its respective obligations under applicable Data Protection Laws.

9.2. Subscriber recognises that, in the process of accessing and using the EGI Services and Licensed Materials, it and the Authorised Users will supply personal data. Subscriber represents and warrants that it and the Authorised Users have complied with all applicable obligations under the Data Protection Laws in supplying personal data to EGI, including providing any required notices and obtaining any required consents and authorisations for EGI’s processing such personal data and that it is responsible for its decisions and actions concerning the use and other processing of the personal data.

9.3. To the extent that EGI act as a processor of personal data on Subscriber’s behalf, EGI will process such personal data in accordance with the Data Protection Laws and, as of May 25, 2018, the GDPR - Data Processing Addendum (“DPA”) attached as Schedule 1 to these Conditions.

9.4. Subscriber acknowledges and agrees that the services EGI provides to provide the EGI Services include (i) compiling statistical and other information related to the performance, operation and use of the EGI Services and Licensed Materials, and (ii) use data in aggregated and/or anonymized form for security and operations management or for research and development purposes, provided that such information and data will not identify or serve to identify Subscriber or any data subject.

9.5. Subscriber agrees that while EGI Services provide analysis and insight, Subscriber alone will be responsible for any decisions it may take using insights from EGI Services as one of several factors, and that therefore Subscriber will be responsible for compliance with any requirements under Articles 21 (Right to Object) or 22(Automated Individual Decision Making and Profiling) GDPR in so far as they might arise as well as for responding to any requests from any data subject (subject to Clause 4 of the DPA).

10. Confidentiality

10.1. Each Party receiving Confidential Information ("Receiving Party") from the other party ("Disclosing Party") shall: (i) use the Disclosing Party's Confidential Information solely for the purposes of fulfilling its obligations under these Conditions (ii) keep the Disclosing Party's Confidential Information secure and take no lesser security measures and degree of care to protect the Disclosing Party's Confidential Information than the Receiving Party applies to its own confidential or proprietary information (but not less than reasonable care); and (iii) not disclose the Disclosing Party's Confidential Information to any third party except with the prior written consent of the Disclosing Party or in accordance with this Clause.

10.2. The obligations of confidentiality shall not apply where the Receiving Party can demonstrate that the Confidential Information: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) is or was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is or was received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.

10.3. Upon the expiry or termination of these Conditions, each party will promptly return or destroy the relevant Confidential Information of the other and any copies, extracts and derivatives thereof, except as otherwise set out in these Conditions.

10.4. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

10.5. Each party acknowledges that its breach of this Clause may cause irreparable injury to the other party for which monetary damages may not be an adequate remedy. Accordingly, a party will be entitled to seek any legal or equitable remedies in the event of such a breach by the other. The operation of this clause shall survive the termination or expiration of these Conditions.

11. Notice

11.1. To Subscriber. EGI may provide any notice to Subscriber under these Conditions by: (i) posting a notice EGI’s website; or (ii) sending a message to the email address then associated with Subscriber’s account. Notices EGI provides by posting on its website will be effective upon posting and notices by email will be effective when EGI sends the email. It is Subscriber’s responsibility to keep Subscriber’s email address current. Subscriber will be deemed to have received any email sent to the email address then associated with Subscriber’s account when the email is sent, whether or not Subscriber actually receives the email.

11.2. To EGI. To give EGI notice under these Conditions, Subscriber must contact EGI as follows: by personal delivery, overnight courier or registered or certified mail to Reed Business Information Limited, Quadrant House, Sutton, Surrey, CM2 5AS, United Kingdom, attention General Counsel. EGI may update the address for notices by posting a notice on EGI’s website. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one (1) business day after they are sent. Notices provided registered or certified mail will be effective three (3) business days after they are sent.

12. Governing Law and Jurisdiction

12.1. These Conditions and any dispute or non-contractual obligation arising out of or in connection with them shall be governed by, and construed in accordance with the laws of England and Wales.

12.2. Each party hereby submits to the exclusive jurisdiction of the courts of England and Wales over any dispute arising out of or in connection with these Conditions.13. Entire Agreement

13.1. These Conditions, including all schedules hereto and together with the Order Form, constitutes the entire agreement and understanding between the parties and supersedes any prior and contemporaneous agreements, proposals or representations, written or oral, between them concerning the subject matter of these Conditions and the Order Forms. Each party acknowledges that, in entering into these Conditions, it does not rely on any statement, representation, assurance or warranty of any person (whether a party to these Conditions or not) other than as expressly set out in these Conditions or any Order Form. Nothing in these Conditions shall restrict or exclude any liability for (or remedy in respect of) fraud or fraudulent misrepresentation.

13.2. Neither these Conditions, nor any order or associated Order Form shall be modified by any purchase order submitted by Subscriber, even if such purchase order is accepted by EGI.

14. Assignment

14.1. Subscriber may not assign, novate or otherwise transfer any of its rights or obligations hereunder, whether by operation of law or otherwise, without EGI’s prior written consent. EGI may assign, novate or otherwise transfer any or all of its rights and/or obligations under these Conditions at any time; provided, the assignor/transferee assumes the performance obligations set forth hereunder. Subject to the foregoing, these Conditions will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

15. Relationship of the Parties

15.1. The parties are independent contractors. Nothing in these Conditions shall be construed as constituting a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

16. Third-Party Beneficiaries

16.1. Save as expressly set out in these Conditions, a person who is not a party to these Conditions has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its Conditions or otherwise.

17. Waiver and Cumulative Remedies

17.1. No failure or delay by either party in exercising any right under these Conditions will constitute a waiver of that right. The rights and remedies arising under, or in connection with, these Conditions are cumulative and, except where otherwise expressly provided in these Conditions, do not exclude rights and remedies provided by law or otherwise. Any termination of these Conditions and/or parts of them does not affect any accrued rights or liabilities of either party and nor does it affect the coming into force or the continuance in force of any provision of the Conditions that is expressly or by implication intended to come into or continue in force on or after such termination.

18. Severability

18.1. If any provision (or part provision) of these Conditions is or becomes illegal, invalid or unenforceable in any respect: (i) it shall not affect or impair the legality, validity or enforceability of the remaining provisions of these Conditions; and (ii) that provision (or part provision) shall be limited or eliminated to the minimum extent necessary so that these Conditions shall otherwise remain in full force and enforceable effect.

SCHEDULE 1:
THE GDPR - DATA PROCESSING ADDENDUM (“DPA”)

1. Scope

1.1. This DPA applies to EGI ’s processing of personal data on Subscriber’s behalf under these Conditions. With regard to such processing, Subscriber is the controller of the personal data and EGI are the processor of the personal data. This DPA does not apply where EGI are a controller of personal data.

2. Processing

2.1. EGI shall not engage another processor without Subscriber’s prior specific or general written authorisation. In the case of general written authorisation, EGI shall inform Subscriber of any intended changes concerning the addition or replacement of other processors, thereby giving Subscriber the opportunity to object to such changes in the manner more specifically set forth herein.

2.2. EGI ’s processing shall be governed by this DPA under Union or governing Member State law as set forth in these Conditions. In particular, EGI shall:

a) process the personal data only on Subscriber’s documented instructions, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by the Union or Member State law governing such personal data. In such a case, EGI shall inform Subscriber of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;

b) ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

c) take all measures required pursuant to Article 32(Security of Processing) of the General Data Protection Regulation ("GDPR");

d) respect the conditions referred to in paragraphs 2.1 and 2.3 for engaging another processor;

e) taking into account the nature of the processing, assist Subscriber by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Subscriber’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR;

f) assist Subscriber in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of processing and the information available to EGI ;

g) at Subscriber’s choice and/or on expiry or termination of these Conditions, delete or return to Subscriber all the personal data after the end of the provision of EGI Products relating to processing and delete existing copies unless Union or Member State or other applicable law requires storage of the personal data (which for the avoidance of doubt, does not apply to aggregated or anonymized data);

h) make available to Subscriber all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by Subscriber or another auditor at the Subscriber's mandate;

i) immediately inform Subscriber if, in EGI ’s opinion, an instruction from Subscriber to EGI infringes the GDPR or other Union or Member State data protection provisions.

2.3. Where EGI engages another processor for carrying out specific processing activities on Subscriber’s behalf, the same data protection obligations as set out in this DPA shall be imposed on that other processor by way of a contract or other legal act under Union or Member State law, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the GDPR. Where that other processor fails to fulfil those data protection obligations, EGI shall (subject to the Conditions of these Conditions) remain fully liable to Subscriber for the performance of that other processor’s obligations.

2.4. The subject-matter of EGI ’s processing is the personal data provided related to EGI Services and Licensed Materials under these Conditions. The duration of the processing is the duration of the provision of the EGI Services and Licensed Materials under these Conditions. The nature and purpose of the processing is in connection with the provision of the EGI Services and Licensed Materials under these Conditions. The types of personal data processed are as set out in relevant product descriptions and other types of personal data submitted to the EGI Services. The categories of data subjects are Subscriber’s employees, Authorised Users and clients, prospects, suppliers, business partners and others whose personal data is submitted to the EGI Services.

2.5. These Conditions including this DPA are Subscriber’s complete and final documented instructions to EGI for the processing of personal data. Additional or alternate instructions must be agreed upon separately by the parties. EGI will ensure that its personnel engaged in the processing of personal data will process personal data only on Subscriber’s documented instructions, unless required to do so by Union, Member State or other applicable law.

3. Sub-processing

3.1. Subscriber hereby provide EGI general consent to engage other processors for the processing of personal data in accordance with this DPA. EGI shall maintain a list of such processors (which EGI may update from time to time) and make it available to Subscriber on request. Subscriber may object to the change without penalty by notifying EGI within fourteen (14) calendar days after receipt of EGI ’s notice. Without prejudice to any applicable refund or termination rights Subscriber have under these Conditions, EGI shall use reasonable endeavours to change, modify or remove the affected EGI Services or Licensed Materials to avoid processing of personal data by such new processor to which Subscriber reasonably object.

4. Data Subject Rights

4.1. EGI shall, to the extent legally permitted, promptly notify Subscriber of any data subject requests EGI receives and reasonably cooperate with Subscriber to fulfil Subscriber’s obligations under the GDPR in relation to such requests. Subscriber shall be responsible for any reasonable costs arising from EGI ’s providing assistance to Subscriber to fulfil such obligations.

5. Transfer

5.1. EGI shall ensure that, to the extent that any personal data originating from the UK, Switzerland or EEA is transferred by EGI to another processor in a country or territory outside the UK, Switzerland or EEA that has not received a binding adequacy decision by the European Commission or competent national data protection authority, such transfer shall be subject to an appropriate transfer mechanism that provides an adequate level of protection in accordance with the GDPR.

6. Security Of Processing

6.1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the parties shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:

a) the pseudonymisation and encryption of personal data;b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and

d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

6.2. In assessing the appropriate level of security, account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed.

6.3. The parties shall take steps to ensure that any natural person acting under the authority of either party who has access to personal data does not process them except on instructions from Subscriber, unless he or she is required to do so by Union or Member State law.

7. Personal Data Breach

7.1. EGI shall notify Subscriber without undue delay after becoming aware of a personal data breach and shall reasonably respond to Subscriber’s requests for further information to assist Subscriber in fulfilling Subscriber’s obligations under Articles 33 and 34 of the GDPR.

8. Records Of Processing Activities

8.1. EGI shall maintain all records required by Article 30(2) of the GDPR and, to the extent applicable to the processing of personal data on Subscriber’s behalf, make them available to Subscriber as required.

9. Audit

9.1. Audits shall be:

a) Limited to EGI 's processing of personal data under the Agreement and compliance with this DPA only;

b) Conducted by an independent third party reputable auditor;

c) Subject to the execution of appropriate confidentiality undertakings;

d) Conducted no more than once per year, unless a demonstrated reasonable belief of non-compliance with the Conditions has been made, upon thirty (30) days written notice and having provided a plan for such review; and

e) Conducted at a mutually agreed upon time and in an agreed upon manner.

10. Conflict

10.1. If there is any conflict or inconsistency between the terms of this DPA and the Conditions, the terms of this DPA shall control to the extent required by law. Otherwise, the Conditions shall control in the case of such conflict or inconsistency.

Radius terms and conditions

Below terms are applicable for all Radius Data Exchange Subscriptions confirmed on and after March 2018

1. General

1.1 These terms and conditions apply to the use by an individual, institutional or corporate subscriber (“Subscriber”) of the data, software tools, information and editorial content (“Licensed Materials”) from time to time contained in the EstatesGazette products and services (“Radius Services”) specified in an order form agreed by EstatesGazette and the Subscriber (“Order Form”). These terms and conditions and the terms and conditions in the Order Form shall collectively be referred to as “Conditions”.

1.2 Provision of Radius Services is conditional on payment by the Subscriber of all amounts set out in the Order Form.

1.3. "EstatesGazette" is a trading name of Reed Business Information Limited.

2. License Terms and Use Restrictions

2.1 Subscribers will be given access to Radius Services on a Per User Licence, Site or Multisite Licence or an Enterprise License, (each a “Licence”) as stated on the Order Form and more specifically described in these Conditions. All Licences are personal to the Subscriber named on the Order Form and may not be assigned or transferred.

2.2 Subscribers and Authorised Users may only use the Radius Service and Licensed Materials and create and use Derived Materials in the normal course of the Subscriber’s business. During the subscription Term the Subscriber and each Authorised User may only use the Radius Service and the Licensed Materials in connection with and for the ultimate purpose of providing its customers, or prospective customers, with their services as a real estate advisor, and for this purpose the Subscriber and each Authorised User may use the EG Materials: (i) for internal reference, presentations, communications, reports and analysis; (ii)for external presentations, communications, reports and analysis, the results of which are made available to customers and prospective customers of the Subscriber; (iii)to create Derived Materials that may be used internally for Subscriber business; and (iv) to create Derived Materials that may be used externally with customers or prospective customers of the Subscriber. Provided that in each case above such usage is not contrary to the usage restrictions set out in paragraph below.

Subscribers and Authorised Users may not (i) systematically redistribute the Licensed Materials and/or Derived Materials to Subscribers, prospects or Unauthorised persons; (ii) re-sell or redistribute the Radius Services, any part of the Licensed Materials or any Derived Materials to any third parties who are not customers or genuine potential customers of the Subscribers; (iii) download or otherwise copy substantial portions of the Licensed Materials; or (iv) use Radius Services in excess of Normal Usage or (v) re-sell any part of the Licensed Materials or any Derived Materials to any third party as a stand-alone; or (vi) use the Derived Materials or any part thereof in any way that could reasonably be considered untruthful, misleading, or disparaging of EstatesGazette or the Radius Service. (vii) use the Radius Service in any other way than as expressly permitted in clause 2.2; or (viii) make the Radius Service or Licensed Material or any of its contents available to any person other than as expressly permitted in clause 2.2.

2.3 Except where specifically provided otherwise, these Conditions apply to all Licences. The types of Licences are:

Per User License: this licence permits a single individual to access the Radius Services and to use the Licensed Materials in the course of the Subscriber’s normal business. The Subscriber shall: (i) obtain the prior written consent of EstatesGazette prior to any additional individual(s) being granted access to the Radius Services; and (ii) promptly notify EstatesGazette of any changes to the individuals identified in the Order Form.

Site or Multisite License: this licence permits all the Subscriber’s employees and/or other workers normally located at the physical site(s) specified on the Order Form to access the Radius Services and to use the Licensed Materials in the course of the Subscriber’s normal business.

Enterprise License: this license permits all the employees and/or other workers of the Subscriber Group to access the Radius Services and to use the Licensed Materials in the course of the Subscriber Group’s normal business. The addition of Affiliates to the Subscriber Group is subject to the prior written consent of RBI. References in these Conditions to Subscriber includes the Subscriber Group provided that the Subscriber will be liable for acts and omissions of Affiliates as though such acts and/or omissions were the Subscriber’s own.

2.4 Usernames are unique to the named individual Authorised User and must not be shared or transferred. EstatesGazette may alter usernames and/or passwords from time to time in accordance with its standard security procedures and shall inform the Subscriber accordingly. The Subscriber will not, and will procure that each Authorised User will not, disclose to or share any login details( username and passwords) to the Service with any Unauthorised Person. If EstatesGazette suspects that a password is being used by an Unauthorised Person or if EstatesGazette detects use of the Product or Service or Licensed Materials in excess of Normal Usage it may immediately cancel the access or relevant Authorised User.

2.5 Subscriber shall notify EstatesGazette promptly if it becomes aware or suspects that any Unauthorised Person has obtained a password. EstatesGazette will alter the password and inform the Subscriber accordingly.

3. Defined Conditions

In these terms:

“Authorised User(s)” means with respect to the (i) Per User Licence – the named individual(s) identified in the Order Form; (ii) Site Licence – all the Subscriber’s employees and/or other workers normally located at the physical site(s) specified on the Order Form; (iii) Enterprise License – all employees and other workers in the Subscriber Group; “Data Protection Laws” means all data protection laws and regulations, including those of the United Kingdom (“UK”), Switzerland, European Economic Area (“EEA”) and the European Union (“Union”), applicable to the processing of personal data under these Conditions, including the Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (“GDPR”) from May 25, 2018. The terms “controller”, “data subject”, “personal data”, “personal data breach”, “processing”, and “processor” will have the meanings ascribed to them in the Data Protection Laws, and where the relevant Data Protection Laws use the term ‘data controller’ or ‘data processor’, they shall be read as controller and processor, respectively.

“Derived Materials” means materials created by or on behalf of the Subscriber incorporating the Licensed Materials in combination with other information and/or data;

“Normal Usage” means the average usage of the Radius Services by all subscribers over the same period as observed by EstatesGazette subject to a tolerance level of 20% ;

4. Intellectual Property Rights

4.1. Usernames and Passwords are not to be shared with Unauthorised persons. If EstatesGazette suspects that a password is being used by an Unauthorised person or if EstatesGazette detects use of the Radius Service and Licensed Materials in excess of Normal Usage it may cancel the access for the relevant Authorised User.

4.2 All intellectual property rights, including but not limited to copyright and database rights, in the Radius Services and the Licensed Materials are and shall remain the property of Reed Business Information Limited, its Affiliates or third party licensors.

4.3 Subscribers and Authorised Users acquire no proprietary rights in the Radius Services or the Licensed Materials and except as expressly permitted by these Conditions may not use the Radius Services or the Licensed Materials in any way that infringes the intellectual property rights in them.

4.4 Subscribers and Authorised Users may not obscure or remove any copyright, disclaimer or other notices that appear on Licensed Materials extracted from the Radius Services.

4.6 Subscribers and Authorised Users may not, make the Radius Services, any part of the Licensed Materials or any Derived Materials available to Unauthorised persons other than on an ad-hoc non-systematic basis in the normal course of the Subscriber’s business as per permitted usage detailed in clause 2.2.

4.7 Subscribers and Authorised Users may not, without EstatesGazette ’s prior written consent, use any automated algorithm, device, method, system or software to: (i) access, use, search, copy, monitor, mine, extract or scrape data or other content from the Radius Services; or (ii) disable or incapacitate any part of the Radius Services or any usage tracking application or programme used by EstatesGazette .

4.8 EstatesGazette will indemnify, defend and hold the Subscriber harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable legal costs) payable to a third party resulting from any claim that the Licensed Materials infringes any intellectual property right of such third party (a “Claim”); provided, however that EstatesGazette shall have no obligation under this clause 4.9 to the extent such Claim is caused by: (i) Subscriber’s or a third party’s modification or misuse of Licensed Materials; (ii) infringing items of Subscriber’s or third party’s origin, design or selection; or (iii) the operation, combination or use of the Licensed Materials, without EstatesGazette ’s prior written consent, with products or services provided by Subscriber or third parties.

4.9. EstatesGazette ’s indemnification obligations hereunder shall be subject to: (i) EstatesGazette receiving prompt written notice of the existence of any Claim; (ii) EstatesGazette being able to, at its option and expense, control the defence and or settlement of such Claim; and (iii) EstatesGazette receiving full cooperation from Subscriber. In the event Subscriber notifies EstatesGazette of any Claim, EstatesGazette shall have the option to do one or more of the following: (i) procure a licence sufficient to continue offering the Licensed Materials to the Subscriber; or (ii) remove the relevant Licensed Materials from the Radius Services.

RELX Group and the RE symbol are trade marks of RELX Group plc, used under license.

5. Verification and Audit

5.1 The Subscriber shall, within seven days of a written request from EstatesGazette provide; (i) a list of all individuals who have access to the Radius Service and Licensed Materials; or (ii) a certificate signed by an officer of the Subscriber confirming that the Subscriber has complied in all material respects with these Conditions and specifically that the Radius Service and Licensed Materials have not been distributed or transmitted, in any form, to any Unauthorised person.

5.2 EstatesGazette or any other person authorised by EstatesGazette shall have the right, after giving written notice of ten calendar days, to enter the Subscriber’s premises during normal business hours and inspect the Subscriber’s records relating to the use Radius Service and distribution of the Licensed Materials. EstatesGazette shall treat as confidential all information relating to the Subscriber’s business that it acquires in the course of such an inspection. EstatesGazette shall not exercise this right of inspection more than once in each calendar year.

5.3 If an audit performed by EstatesGazette under this clause 5 reveals that the Subscriber is in breach of these Conditions the Subscriber will reimburse EstatesGazette ; (i) the reasonable cost incurred by EstatesGazette in performing the audit; (ii) all fees payable in relation to any Unauthorised person or any other unauthorised use revealed by the audit as having access to the Radius Services or the Licensed Materials; and (iii) interest on the above amounts from the date they become payable until the date of payment at the highest rate permitted by applicable law.

5.4 The rights of EstatesGazette under this clause shall continue for the term of the subscription and for 12 months thereafter.

6. Availability of Radius Services

6.1. EstatesGazette shall use all reasonable endeavours in accordance with good industry practice to ensure that Radius Services are available to Subscribers and Authorised Users excluding downtime for regular or emergency maintenance which shall be kept to a minimum.

6.2. Time is not of the essence in respect to the delivery of any particular EstatesGazette Service or Licensed Materials and EstatesGazette ’s sole obligation is to effect such delivery as soon as is practically possible.

7. Warranties; Limitations on Liability

7.1 The Radius Services and Licensed Materials are provided by EstatesGazette on an ‘as is’ basis and EstatesGazette excludes to the extent permitted by law all implied warranties relating to fitness for a particular purpose, merchantability, accuracy, correctness, timeliness, and completeness of Radius Services and Licensed Material. EstatesGazette is not responsible for errors and omissions in the Licensed Materials of any kind, regardless of the cause, or for results obtained from using Radius Services or Licensed Material.

7.2 The total aggregate liability of EstatesGazette , its affiliates and their licensors to the Subscriber for any direct loss for any breach of this Agreement and/or any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement or use of any Radius Service or Licensed Material by the Subscriber or its Authorised Users is limited to an amount equal to the aggregate amount paid by the Subscriber to EstatesGazette for the use of the Radius Service during the period of 12 months prior to the date the loss was incurred.

7.3 Neither EstatesGazette , its affiliates or their licensors will be liable to the Subscriber whether in contract, tort, misrepresentation or otherwise (including in negligence), howsoever arising, for any:

(i) special, incidental, indirect and consequential loss or damage of any kind, even if it has been advised on the possibility of such loss or damage; (ii) loss of revenue;(iii) loss of profits; (iv) loss of business opportunity; and (v) loss of reputation, arising out of the Subscriber’s use of the Radius Service or Licensed Material or otherwise arising out of the Order Form whether or not the possibility of such loss or damage was notified to EstatesGazette or was within their contemplation.

7.4 Nothing in these terms and conditions is intended to limit the liability of any person for death or personal injury caused by the negligence of that person, its employees or agents or for fraud, except to the extent permitted by applicable law.

7.5 While the employees and agents of EstatesGazette may be authorised to assist the Subscriber by means of help-desk and support facilities, any assistance given by such employee, servant or agent shall be solely at the Subscriber’s risk and neither EstatesGazette nor its affiliates will be liable for any loss or damage suffered by the Subscriber arising there from.

7.6 The Subscriber shall indemnify EstatesGazette and its affiliates against any liabilities, losses, damages, costs or expenses whatsoever caused incurred by EstatesGazette directly or indirectly as a result of any claim or course of action made or instituted against EstatesGazette by any third party arising from the unauthorised use of the Radius Service or Licensed Materials by the Subscriber or its Authorised Users.

7.7 EstatesGazette’s only obligation to the Subscriber in respect of interruptions to the Radius Service caused by circumstances outside EstatesGazette’s control shall be to use all reasonable efforts to have the Service reinstated as soon as practicable.

7.8 EstatesGazette shall be under no liability for any failure, delay or omission by it arising from any cause beyond its control, including, but not limited to acts of God, acts or regulations of any governmental or supra-national authority, war or national emergency, denial of service attacks, fire, civil disobedience, strikes, lock-outs and industrial disputes.

7.9 It is the Subscriber’s responsibility to ensure that it has the equipment necessary to access the Radius Services and receive the Licensed Materials.

8. Suspension and Termination

8.1 Without prejudice to any other right or remedy which may be available to it, EstatesGazette may suspend or terminate subscriber ’s access to any Radius Service immediately with or without compensation if: (i) the Subscriber is in breach of these Conditions; (ii) the Subscriber fails to make any payment to EstatesGazette within 14 (fourteen) calendar days of the due date and fails to remedy such breach within 14 (fourteen) calendar days after written notice from EstatesGazette specifying the breach and requiring it to be remedied; (iii) the Subscriber at any time becomes insolvent or bankrupt (or the equivalent in any jurisdiction) or enters into any arrangements with or for the benefit of its creditors or be wound up compulsorily or voluntarily (otherwise than for the purpose of a bona fide reconstruction or amalgamation without insolvency) or has a receiver appointed of all or any part of its undertaking or assets ceases or threatens to cease to carry on business; (iv) Subscriber or any entity controlling subscriber acquires, is acquired by and/or merges with another legal entity; or (v) Subscriber or any Licensed Users is sanctioned by any trade sanctions regimes including but not limited to any of the United Kingdom, the European Union, the United Nations or the United States of America.

8.2 EstatesGazette shall additionally be entitled to suspend access of the Radius Service to the Subscriber if it reasonably suspects that the Subscriber or any Authorised User is in breach of these Conditions, and may impose a reasonable charge to the subscriber for restoring the Radius Service.

8.3 EstatesGazette shall be entitled to update, enhance, withdraw or otherwise change the Radius Services from time to time.

8.4 On expiry of a subscription without renewal, or on termination or cancellation of a subscription for any reason during the subscription term, the Subscriber shall cease all use of the Radius Service and Licensed Materials immediately and delete all such Licensed Materials from its systems, applications or other storage. The Subscriber shall provide certification to EstatesGazette of any such destruction upon EstatesGazette’s request. The undertaking to delete Licensed Materials does not apply to Licensed Materials which the Subscriber must retain under any applicable law, rule or regulation, including the rules of a professional body but such Licensed Materials will remain subject to Conditions.

8.5 In no event will the termination or expiry relieve Subscriber of its obligation to pay any fees payable to EstatesGazette for the period prior to the effective date of termination.

8.6. Expiry or termination of these Conditions shall be without prejudice to the accrued rights and obligations of the parties and, in particular, clause 3, 4, 5,7, 8,9,10 and 12 shall survive termination for whatever reason.

9. Data Protection

9.1 Each of the parties shall comply with its respective obligations under applicable Data Protection Laws.

9.2 Subscriber recognises that, in the process of accessing and using the Radius Services and Licensed Materials, it and the Authorised Users will supply personal data. Subscriber represents and warrants that it and the Authorised Users have complied with all applicable obligations under the Data Protection Laws in supplying personal data to EstatesGazette , including providing any required notices and obtaining any required consents and authorisations for EstatesGazette ’s processing such personal data and that it is responsible for its decisions and actions concerning the use and other processing of the personal data.

9.3 To the extent that EstatesGazette act as a processor of personal data on Subscriber’s behalf, EstatesGazette will process such personal data in accordance with the Data Protection Laws and, as of May 25, 2018, the GDPR - Data Processing Addendum (“DPA”) attached as Schedule 1 to these Conditions.

9.4 Subscriber acknowledges and agrees that the services EstatesGazette provides to provide the Radius Services include (i) compiling statistical and other information related to the performance, operation and use of the Radius Services and Licensed Materials, and (ii) use data in aggregated and/or anonymized form for security and operations management or for research and development purposes, provided that such information and data will not identify or serve to identify Subscriber or any data subject.

9.5 Subscriber agrees that while Radius Services provide analysis and insight, Subscriber alone will be responsible for any decisions it may take using insights from Radius Services as one of several factors, and that therefore Subscriber will be responsible for compliance with any requirements under Articles 21 (Right to Object) or 22(Automated Individual Decision Making and Profiling) GDPR in so far as they might arise as well as for responding to any requests from any data subject (subject to Clause 4 of the DPA).

10. Confidentiality

10.1 Each Party receiving Confidential Information ("Receiving Party") from the other party ("Disclosing Party") shall: (i) use the Disclosing Party's Confidential Information solely for the purposes of fulfilling its obligations under these Conditions (ii) keep the Disclosing Party's Confidential Information secure and take no lesser security measures and degree of care to protect the Disclosing Party's Confidential Information than the Receiving Party applies to its own confidential or proprietary information (but not less than reasonable care); and (iii) not disclose the Disclosing Party's Confidential Information to any third party except with the prior written consent of the Disclosing Party or in accordance with this Clause.

10.2 The obligations of confidentiality shall not apply where the Receiving Party can demonstrate that the Confidential Information: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) is or was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is or was received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.

10.3 Upon the expiry or termination of these Conditions, each party will promptly return or destroy the relevant Confidential Information of the other and any copies, extracts and derivatives thereof, except as otherwise set out in these Conditions.

10.4 The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

10.5 Each party acknowledges that its breach of this Clause may cause irreparable injury to the other party for which monetary damages may not be an adequate remedy. Accordingly, a party will be entitled to seek any legal or equitable remedies in the event of such a breach by the other. The operation of this clause shall survive the termination or expiration of these Conditions.

11. Notice

11.1 To Subscriber. EstatesGazette may provide any notice to Subscriber under these Conditions by: (i) posting a notice EstatesGazette ’s website; or (ii) sending a message to the email address then associated with Subscriber’s account. Notices EstatesGazette provides by posting on its website will be effective upon posting and notices by email will be effective when EstatesGazette sends the email. It is Subscriber’s responsibility to keep Subscriber’s email address current. Subscriber will be deemed to have received any email sent to the email address then associated with Subscriber’s account when the email is sent, whether or not Subscriber actually receives the email.

11.2 To EstatesGazette. To give EstatesGazette notice under these Conditions, Subscriber must contact EstatesGazette as follows: by personal delivery, overnight courier or registered or certified mail to Reed Business Information Limited, Quadrant House, Sutton, Surrey, CM2 5AS, United Kingdom, attention General Counsel. EstatesGazette may update the address for notices by posting a notice on EstatesGazette ’s website. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one (1) business day after they are sent. Notices provided registered or certified mail will be effective three (3) business days after they are sent.

12. Governing Law and Jurisdiction

12.1 These Conditions and any dispute or non-contractual obligation arising out of or in connection with them shall be governed by, and construed in accordance with the laws of England and Wales.

12.2 Each party hereby submits to the exclusive jurisdiction of the courts of England and Wales over any dispute arising out of or in connection with these Conditions.

13. Entire Agreement

13.1 These Conditions, including all schedules hereto and together with the Order Form, constitutes the entire agreement and understanding between the parties and supersedes any prior and contemporaneous agreements, proposals or representations, written or oral, between them concerning the subject matter of these Conditions and the Order Forms. Each party acknowledges that, in entering into these Conditions, it does not rely on any statement, representation, assurance or warranty of any person (whether a party to these Conditions or not) other than as expressly set out in these Conditions or any Order Form. Nothing in these Conditions shall restrict or exclude any liability for (or remedy in respect of) fraud or fraudulent misrepresentation.

13.2 Neither these Conditions, nor any order or associated Order Form shall be modified by any purchase order submitted by Subscriber, even if such purchase order is accepted by EstatesGazette .

14. Assignment

14.1 Subscriber may not assign, novate or otherwise transfer any of its rights or obligations hereunder, whether by operation of law or otherwise, without EstatesGazette ’s prior written consent. EstatesGazette may assign, novate or otherwise transfer any or all of its rights and/or obligations under these Conditions at any time; provided, the assignor/transferee assumes the performance obligations set forth hereunder. Subject to the foregoing, these Conditions will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

15. Relationship of the Parties

15.1 The parties are independent contractors. Nothing in these Conditions shall be construed as constituting a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

16. Third-Party Beneficiaries

16.1 Save as expressly set out in these Conditions, a person who is not a party to these Conditions has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its Conditions or otherwise.

17. Waiver and Cumulative Remedies

17.1 No failure or delay by either party in exercising any right under these Conditions will constitute a waiver of that right. The rights and remedies arising under, or in connection with, these Conditions are cumulative and, except where otherwise expressly provided in these Conditions, do not exclude rights and remedies provided by law or otherwise. Any termination of these Conditions and/or parts of them does not affect any accrued rights or liabilities of either party and nor does it affect the coming into force or the continuance in force of any provision of the Conditions that is expressly or by implication intended to come into or continue in force on or after such termination.

18. Severability

18.1 If any provision (or part provision) of these Conditions is or becomes illegal, invalid or unenforceable in any respect: (i) it shall not affect or impair the legality, validity or enforceability of the remaining provisions of these Conditions; and (ii) that provision (or part provision) shall be limited or eliminated to the minimum extent necessary so that these Conditions shall otherwise remain in full force and enforceable effect.

SCHEDULE 1:

THE GDPR - DATA PROCESSING ADDENDUM (“DPA”)

1. Scope

This DPA applies to EstatesGazette ’s processing of personal data on Subscriber’s behalf under these Conditions. With regard to such processing, Subscriber is the controller of the personal data and EstatesGazette are the processor of the personal data. This DPA does not apply where EstatesGazette are a controller of personal data.

2. Processing

2.1. EstatesGazette shall not engage another processor without Subscriber’s prior specific or general written authorisation. In the case of general written authorisation, EstatesGazette shall inform Subscriber of any intended changes concerning the addition or replacement of other processors, thereby giving Subscriber the opportunity to object to such changes in the manner more specifically set forth herein.

2.2. EstatesGazette ’s processing shall be governed by this DPA under Union or governing Member State law as set forth in these Conditions. In particular, Estate Gazette shall:

a) process the personal data only on Subscriber’s documented instructions, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by the Union or Member State law governing such personal data. In such a case, EstatesGazette shall inform Subscriber of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;

b) ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

c) take all measures required pursuant to Article 32(Security of Processing) of the General Data Protection Regulation ("GDPR");

d) respect the conditions referred to in paragraphs 2.1 and 2.3 for engaging another processor;

f) assist Subscriber in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of processing and the information available to EstatesGazette ;

g) at Subscriber’s choice and/or on expiry or termination of these Conditions, delete or return to Subscriber all the personal data after the end of the provision of EstatesGazette Products relating to processing and delete existing copies unless Union or Member State or other applicable law requires storage of the personal data (which for the avoidance of doubt, does not apply to aggregated or anonymized data);

i) immediately inform Subscriber if, in EstatesGazette ’s opinion, an instruction from Subscriber to Estate Gazette infringes the GDPR or other Union or Member State data protection provisions.

2.3. Where EstatesGazette engages another processor for carrying out specific processing activities on Subscriber’s behalf, the same data protection obligations as set out in this DPA shall be imposed on that other processor by way of a contract or other legal act under Union or Member State law, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the GDPR. Where that other processor fails to fulfil those data protection obligations, EstatesGazette shall (subject to the Conditions of these Conditions) remain fully liable to Subscriber for the performance of that other processor’s obligations.

2.4. The subject-matter of EstatesGazette ’s processing is the personal data provided related to Radius Services and Licensed Materials under these Conditions. The duration of the processing is the duration of the provision of the Radius Services and Licensed Materials under these Conditions. The nature and purpose of the processing is in connection with the provision of the Radius Services and Licensed Materials under these Conditions. The types of personal data processed are as set out in relevant product descriptions and other types of personal data submitted to the Radius Services. The categories of data subjects are Subscriber’s employees, Authorised Users and clients, prospects, suppliers, business partners and others whose personal data is submitted to the Radius Services.

2.5. These Conditions including this DPA are Subscriber’s complete and final documented instructions to EstatesGazette for the processing of personal data. Additional or alternate instructions must be agreed upon separately by the parties. EstatesGazette will ensure that its personnel engaged in the processing of personal data will process personal data only on Subscriber’s documented instructions, unless required to do so by Union, Member State or other applicable law.

3. Sub-processing

3.1. Subscriber hereby provide EstatesGazette general consent to engage other processors for the processing of personal data in accordance with this DPA. EstatesGazette shall maintain a list of such processors (which EstatesGazette may update from time to time) and make it available to Subscriber on request. Subscriber may object to the change without penalty by notifying EstatesGazette within fourteen (14) calendar days after receipt of EstatesGazette ’s notice. Without prejudice to any applicable refund or termination rights Subscriber have under these Conditions, EstatesGazette shall use reasonable endeavours to change, modify or remove the affected Radius Services or Licensed Materials to avoid processing of personal data by such new processor to which Subscriber reasonably object.

4. Data Subject Rights

4.1. EstatesGazette shall, to the extent legally permitted, promptly notify Subscriber of any data subject requests EstatesGazette receives and reasonably cooperate with Subscriber to fulfil Subscriber’s obligations under the GDPR in relation to such requests. Subscriber shall be responsible for any reasonable costs arising from EstatesGazette’s providing assistance to Subscriber to fulfil such obligations.

5. Transfer

5.1. EstatesGazette shall ensure that, to the extent that any personal data originating from the UK, Switzerland or EEA is transferred by EstatesGazette to another processor in a country or territory outside the UK, Switzerland or EEA that has not received a binding adequacy decision by the European Commission or competent national data protection authority, such transfer shall be subject to an appropriate transfer mechanism that provides an adequate level of protection in accordance with the GDPR.

6. Security Of Processing

a) the pseudonymisation and encryption of personal data;
b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and
d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

7. Personal Data Breach

7.1. EstatesGazette shall notify Subscriber without undue delay after becoming aware of a personal data breach and shall reasonably respond to Subscriber’s requests for further information to assist Subscriber in fulfilling Subscriber’s obligations under Articles 33 and 34 of the GDPR.

8. Records Of Processing Activities

8.1. EstatesGazette shall maintain all records required by Article 30(2) of the GDPR and, to the extent applicable to the processing of personal data on Subscriber’s behalf, make them available to Subscriber as required.

9. Audit

9.1. Audits shall be:

a) Limited to EstatesGazette 's processing of personal data under the Agreement and compliance with this DPA only;
b) Conducted by an independent third party reputable auditor;
c) Subject to the execution of appropriate confidentiality undertakings;
d) Conducted no more than once per year, unless a demonstrated reasonable belief of non-compliance with the Conditions has been made, upon thirty (30) days written notice and having provided a plan for such review; and
e) Conducted at a mutually agreed upon time and in an agreed upon manner.

10. Conflict

PropertyLink terms and conditions

Order Confirmation is accepted subject to the terms and conditions:

1. General

1.1 These terms and conditions apply to the access and use by an individual, institution or corporation (“Customer”) to EG’s proprietary platform (“EG Services”) specified in an order form agreed by EG and the Customer (“Order Form”) and to the data, images, text, photographs, information, reporting and analytics features on the EG Service (“Licensed Materials”). These terms and conditions and the terms and conditions in the Order Form shall collectively be referred to as “Conditions”.

1.2 These Conditions will be interpreted in accordance with the laws of England and Wales.

1.3. Provision of EG Services is conditional on continued payment by the Customer of all amounts set out in the Order Form.

1.4. EG is a trading name of Reed Business Information Limited.

2. License Terms and Use Restrictions

2.1 Customer will be given access to EG Services to Submit Listings (each a “Licence”) in the format and volume as stated on the Order Form and more specifically described in these Conditions. All Licences are personal to the Customer named on the Order Form and may not be assigned or transferred.

2.2 Customer may only access and use EG Services to Submit the Listings and may only use the Licensed Material in the normal course of the Customer’s business.

The Customer shall ensure that the Listings are Submitted in accordance with EG’s specifications and any content Submitted is strictly in compliance with all applicable Law and these Conditions.

2.3 Customers and Authorised Users may not (i) systematically or otherwise redistribute the Licensed Materials to customers, prospects or Unauthorised persons; (ii) re-sell the EG Services or any part of the Licensed Materials to others; (iii) download or otherwise copy substantial portions of the Licensed Materials; or (iv) use EG Services in excess of Normal Usage.

2.4 Except where specifically provided otherwise, these Conditions apply to all Licences. The types of Licences are:

Per User License: this licence permits a single individual to access the EG Services Customer and to Submit Listings on EG Service in the Customer’s normal business. Customer shall: (i) obtain the prior written consent of EG prior to any additional individual(s) being granted access to the EG Services; and (ii) promptly notify EG of any changes to the individuals identified in the Order Form.

Site or Multisite License: this licence permits all the Customer’s employees and/or other workers normally located at the physical site(s) specified on the Order Form to access the EG Services and to and to Submit Listings on EG Service in the Customer’s normal business.

Enterprise License; this license permits all the employees and/or other workers of the Customer Group to access the EG Services and to Submit Listings on EG Service in the Customer Group’s normal business. The addition of Affiliates to the Customer Group is subject to the prior written consent of RBI. References in these Conditions to Customer includes the Customer Group provided that the Customer will be liable for acts and omissions of Affiliates as though such acts and/or omissions were the Customer’s own.

3. Defined Terms

In these Conditions:

“Affiliates” means any entity that, directly or indirectly, controls, is controlled by, or is under common control with a Party; and “control” means the direct or indirect possession of the power to direct or cause the direction of the management and policies of another entity, whether through the ownership of voting securities, by contract or otherwise.

“Authorised User(s)” means with respect to the (i) Per User Licence – the named individual(s) identified in the Order Form; (ii) Site Licence – all the Customer employees and/or other workers normally located at the physical site(s) specified on the Order Form; (iii) Enterprise License – all employees and other workers of Customer and its Affiliates; (iv) any third party Service Provider agreed and detailed on the Order Form that is permitted to Submit Listings to the EG Services on behalf of Customer.

“Change of Control” means the sale of all or substantially all the assets of a Party; any merger, consolidation or acquisition of a Party with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent (50%) of the voting capital stock of a Party in one or more related transactions.

“Customer” means Customer as detailed on the Order;

“EG” means Reed Business Information Limited a company registered in England and Wales, with its registered office at Quadrant House, The Quadrant, Sutton, Surrey, SM2 5AS UK trading as “EstatesGazette” or “EGI” or “EG”;

“Intellectual Property Rights” means copyright and related rights, database rights, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, patents, rights to inventions, 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.

“Law” means as required by applicable declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule, or other binding restriction of or by any federal, state, municipal, local, territorial, or other governmental department, regulatory authority, judicial, or administrative body (whether domestic, international, or foreign), as amended from time to time.

“Listing(s)” means all content (including without limitation data, information, documents, photos, graphs, images or .pdfs) Submitted by or on behalf of Customer to the EG Services.

“Normal Usage” means the usage of the EG Services by Customer to Submit the agreed number of Listings as detailed on the Order Form;

“Service Provider” means a service provider that EG agrees is authorised to Submit Listings (or other content) to the EG Services on Customer’s behalf (as will be documented in writing, for example on the Order Form);

“Submit” means submit, upload, provide, make available or capture, in each case (i) by means of any technology (including without limitation by way of batch feed via API services ), and (ii) in any form (and Submission, Submits, Submitted, etc shall be construed accordingly).

“Unauthorised” in relation to a person means any person other than a Customer, Authorised User or Service Provider, or, in the case of an Enterprise Licence, an Affiliate of Customer but excludes administrative and support staff who provide technical and other support services to a Customer or Authorised Users but do not otherwise use EG Services. Notwithstanding the aforegoing, in all cases, any direct or indirect competitors of EG are Unauthorised.

4. Intellectual Property Rights and Access

4.1. Passwords are not to be shared with Unauthorised persons or otherwise used by anyone other than the Customer or Authorised User to whom such password is assigned. If EG suspects that a password is being used by an Unauthorised person or anyone other than the Customer to whom such password is assigned or if EG detects use of the EG Services in excess of Normal Usage it may: (i) cancel the relevant password (ii) terminate access for Authorised User(s) as deemed appropriate in the sole discretion of EG; and (iii) and take all appropriate action to deal with such breach including reporting any such activities to the relevant authorities.

4.2 All Intellectual Property Rights, including but not limited to copyright and database rights, in the EG Services and Licensed Materials are and shall remain the property of Reed Business Information Limited, its Affiliates or third party licensors.

4.3 Customer, Customer Affiliates, Authorised Users, or Service Providers acquire no proprietary rights in the EG Services or the Licensed Materials and, except as expressly permitted by these Conditions, may not use the EG Services or the Licensed Materials in any way that infringes EG’s Intellectual Property Rights in the EG Services and Licensed Materials or that enables or facilitates any Unauthorised person to do so.

4.4 Customers and Authorised Users may not obscure or remove any copyright disclaimer or other notices that appear on Licensed Materials extracted from the EG Services.

4.5 The Customer shall ensure that the Licensed Materials will not be used in any way or any Listings are Submitted that could reasonably be considered untruthful, misleading, or disparaging of EG or its products or services.

4.6 Customers, Customer Affiliates, Authorised Users and may not make the EG Services or any portion of such Services or Listings available to Unauthorised persons or otherwise assist Unauthorised persons in gaining access to the Services or copies of any Licensed Materials.

4.7 The Customer shall be responsible to ensure that Customer and Authorised Users shall only Submit Listings that are created and produced by Customer and Customer shall ensure that any Listings Submitted shall not infringe any Intellectual Property Rights of any third parties.

4.8 Customers and Authorised Users may not, without EG’s prior written consent, use any automated algorithm, device, method, system or software to: (i) access, use, search, copy, monitor, mine, extract or scrape data or other content from the EG Services; or (ii) disable or incapacitate any part of the EG Services or any usage tracking application or programme used by EG or (iii) procure, encourage or facilitate the carrying out of such acts by Unauthorised persons.

RELX Group and the RE symbol are trade marks of RELX Group plc, used under license.

5. Listings and Licence to EG Services

5.1 The Customer shall only Submit (and shall ensure that any party (including Authorised Users, Customer’s Affiliates or Service Providers) acting on its behalf shall only Submit) Listings that Customer has either created itself or in which the Customer has explicit written licensed a right allowing it to Submit to the EG Service and to be used, stored, adapted, accessed, reproduced and made available via the EG Service or similar EG products in accordance with the terms of the Agreement.

5.2 In relation to each Listing Submitted by or on behalf of the Customer, the Customer warrants and represents that:

5.2.1 it, and any Authorised User, Customer Affiliate or Service Provider acting on its behalf, has the right and all necessary consents required to submit the Listing to the EG Service; and neither:

(i) The Submission of the Listing to the EG Service (or any component thereof); nor

(ii) The use, storage, adaptation, access, reproduction, or making available of the Listing or any part of it by EG in accordance with this Agreement; nor

(iii) The use, storage, adaptation, access, reproduction, or making available of the Listing or any part of it by other authorised users of the EG Service when using EG Service,

shall infringe the rights (including the Intellectual Property Rights) of any third party, nor shall cause the Customer, Service Provider nor any Customer Affiliate to be in breach of any obligation under contract or otherwise; and

5.2.2 neither it nor any party acting on its behalf will Submit Listings to the EG Service which has been obtained from third parties unless those third parties have consented to such information, data or materials being Submitted to EG Service as Listings for use, storage, adaptation, access, reproduction, and/ or making available by EG in accordance with the terms of the Agreement.

5.2.3 neither it nor any party acting on its behalf will Submit Listings to the EG Service which contravenes the British Code of Advertising Practice and is in breach of any relevant legislation, including the Equality Act 2010, the Obscene Publications Act and any other legislation or regulation, such as those relating to the provision of Financial Services, which apply to specific Advertisers, products or services.

5.2.4 If any Listing submitted for publication contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or copy by which any living person is or can be readily identified, Customer warrants that the Customer has obtained the authority of such living person to make use of such name, representation and/or copy.

5.2.5 The Customer is solely responsible for fulfilling and dealing with any orders or enquiries relating to Listings and will indemnify and hold RBI harmless accordingly.

5.3 The Customer grants EG a non-exclusive, irrevocable, royalty-free, worldwide, transferable licence to use, store, adapt, access, reproduce, and/ or make available the Listings to: (i) deliver the EG Services to users of the EG Service and (ii) in any other products and services of EG, and warrants and represents to EG that it holds all necessary rights in the Listings to grant such licence.

5.4 EG reserves the right to remove any Listings from the EG Service at its discretion if (i) it has reasonable grounds to believe such Listings (or use, storage, adaptation, access, reproduction, or making available of such Listings by EG) may infringe any Intellectual Property Right or law or regulation; (ii) EG receives notice of any dispute concerning such Listings; (iii) if the person posting the Listing is not an Authorised User; (iv) if a Listing contains any false or misleading information.

5.5 The Customer will indemnify, defend and hold EG, its Affiliates and officers harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, damages or account of profits for infringement of Intellectual Property Rights and reasonable legal costs) incurred by EG directly or indirectly as a result of any claim or course of action made or instituted against EG by any third party in connection with an alleged breach by Customer of clause 5.1 and/ or any representations and warranties contained in clause 5.2 and clause 5.3 or a breach caused by any Unauthorised user (e.g. where an Unauthorised User Submits Listing(s)) where such access was as a result of the Customer or Authorised User(s) facilitating, encouraging or procuring access for such Unauthorised user).

5.6 The Customer will notify EG in writing within 24 hours if it (or any Customer Affiliate or Authorised User) (i) becomes aware that any Listings Submitted to the EG Service gives rise to a breach of clause 5.1 or 5.2, and/or (ii) receives any information regarding an allegation that any Listings Submitted to the EG Service infringes the rights (including the Intellectual Property Rights) of any third party.

5.7 The Customer will take into account and comply with (and will communicate clearly to its Authorised Users, Service Providers and Customer Affiliates) any directions which EG may provide to Customer which are designed to reduce the risk of the Submission of Listings giving rise to any infringement of Intellectual Property Rights or law or regulation.

6. Verification and Audit

6.1 The Customer shall, within seven days of a written request from EG provide; (i) a list of all individuals who have access to EG Services and/or Licensed Materials on behalf of Customer; or (ii) a certificate signed by an officer of the Customer confirming that the Customer has complied in all material respects with these Conditions and specifically that the Licensed Materials have not been distributed or transmitted, in any form, to any Unauthorised person.

6.2 EG or any other person authorised by EG shall have the right, after giving written notice of ten calendar days, to enter the Customer’s premises during normal business hours and inspect the Customer’s records relating to the use and distribution of the Licensed Materials and access to the EG Services. EG shall treat as confidential all information relating to the Customer’s business that it acquires in the course of such an inspection. EG shall not exercise this right of inspection more than once in each calendar year.

6.3 If an audit performed by EG under this section 6 reveals that the Customer is in breach of these Conditions the Customer will reimburse EG; (i) the reasonable cost incurred by EG in performing the audit; (ii) all fees payable in relation to any Unauthorised person or any other unauthorised use revealed by the audit as having access to the EG Services or the Licensed Materials; and (iii) interest on the above amounts from the date they become payable until the date of payment at the highest rate permitted by applicable law.

6.4 The rights of EG under this section shall continue for the term of the subscription and for 12 months thereafter.

7. Availability of EG Services

7.1. EG shall use all reasonable endeavours in accordance with standard industry practice to ensure that EG Services are available to Customers and Authorised Users excluding downtime for regular or emergency maintenance which shall be kept to a minimum.

7.2. Time is not of the essence in respect to the delivery of any particular EG Service or Licensed Materials and EG’s sole obligation is to effect such delivery as soon as is practically possible.

8. Limitations on Liability

8.1 The EG Services and Licensed Materials are provided by EG on an ‘as is’ basis and EG excludes to the extent permitted by law all implied warranties relating to fitness for a particular purpose.

8.2 The total aggregate liability of EG to Customer (and its Authorised Users) in connection with use of the EG Services or Licensed Materials (other than for death or personal injury caused by its negligence or that of its agents) shall not exceed the amount paid or payable by the relevant Customer for the then current subscription term. To the extent permitted by applicable law EG shall have no liability to any Customer for any special, incidental, indirect and/or consequential damage of any kind, even if it has been advised on the possibility of such damage.

8.3 The liability of EG to any Customer for interruptions to availability of the EG Services caused by circumstances within its control shall not exceed the amount paid by the relevant Customer for access to the relevant EG Services. The only obligation of EG in respect of interruptions caused by circumstances outside its control shall be to use all reasonable efforts to have the EG Services reinstated.

8.4 EG shall be under no liability for any failure, delay or omission by it arising from any cause beyond its control, including, but not limited to acts of God, acts or regulations of any governmental or supra-national authority, war or national emergency, denial of service attacks, fire, civil disobedience, strikes, lock-outs and industrial disputes.

8.5 It is the Customer’s responsibility to ensure that it has the equipment necessary to access the EG Services and receive the Licensed Materials.

9. Service Provider

9.1 If specifically agreed with EG, EG may, on Customer’s request, permit a Service Provider to Submit Listings on behalf of Customer, provided, at all times that:

(i) Service Provider executes a separate agreement with EG for Submission of Listings on behalf of Customer;

(ii) Service Provider adheres to all directions which EG may provide which are designed to reduce the risk of the Submission of Listings giving rise to any infringement of Intellectual Property Rights or law or regulation; and

(iii) Customer will, at all times, be responsible and liable for the acts and omissions of any of its Service Providers.

9.2 Customer shall immediately notify EG of any changes to the Service Provider. Any changes to the Service Provider shall be agreed in writing.

9.3 EG shall have right at its sole discretion, for any reason and without liability, to deny or withdraw the permission to use any Service Provider access to EG Services on behalf of Customer.

10. Suspension and Termination

10.1 EG may without notice and without compensation suspend access to any EG Services by a Customer and/or one or more Authorised Users if (i) the Customer is in default of its payment obligations; or (ii) EG has reasonable grounds to suspect the Customer or such Authorised User(s) to be in breach of these Conditions (including for example, but not limited to, sharing passwords that are assigned to a particular Customer or Authorised User or otherwise facilitating, encouraging or procuring access for an Unauthorised user); or (iii) if due to any Change of Control of the Customer or any Service Provider business.
10.2 EG shall be entitled to update, enhance, withdraw or otherwise change the EG Services from time to time.

10.3. EG may terminate the licence relating to the affected EG Services at any time, by giving notice, and unless it terminates under Clause 10.1, may offer a refund of unused portions of time of the remaining term for the affected EG Services.

10.4 On expiry of a subscription without renewal, or on termination or cancellation of a subscription for any reason during the subscription term, the Customer shall cease all use of the EG Services and Licensed Materials immediately and delete all such Licensed Materials from its systems unless otherwise agreed in writing. The undertaking to delete Licensed Materials does not apply to Licensed Materials, which the Customer must retain under any applicable law, rule or regulation, including the rules of a professional body, but such Licensed Materials will remain subject to the remaining terms of this clause.
10.5. The EG Services may be suspended or, at EG’s option, terminated immediately by EG without liability in the event that Customer or any Authorised User is sanctioned by the United Kingdom, the European Union, the United Nations or the United States of America trade sanction regimes.

10.5. Expiry or termination of these Conditions shall be without prejudice to the accrued rights and obligations of the parties and, in particular, sections 3, 4, 5, 6, 7, 8, and 10 shall survive termination for whatever reason.

The Initial Term commences from the Initial Term Start Date (set out above) and ends upon the expiry of the Initial Term Duration (set out above). Unless agreed otherwise, after the Initial Term the subscription automatically renews for the Renewal Term Duration set out above and unless terminated for further renewal terms of the same duration (each a “Renewal Term”). Either EG or the Customer may terminate a subscription by notifying the other in writing 60 days before the end of the then current Initial Term or Renewal Term. In the absence of a termination notice, EG shall issue an invoice for the subsequent Renewal Term prior to the commencement of the Renewal Term. The Fee for each 12 month period during a Renewal Term shall be the Fee paid in the preceding 12 months increased by no more than 15%.

The above constitute the only terms and conditions that apply to the subscription, and no other customer terms and conditions whether on purchase orders or otherwise, and whether dated or submitted before or after the date of the Order Form, shall apply.

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