“E-SOW” means a statement of work agreed upon through email, referencing these Terms and Conditions, and entered into by the Parties to document their agreement regarding the provision of the Syndicated Services selected in the E-SOW.

“Feedback” means all suggestions, comments recommendations, improvements or any other feedback based on the Syndicated Services provided by Client to Licensor;

“Fees” means, in respect of this E-SOW, the fees described to be paid by Client to Licensor pursuant to this Agreement;

“Force Majeure” means an occurrence beyond the control and without the fault or negligence of the Party affected and which the Party is unable to prevent or provide against by the exercise of reasonable diligence including acts of government, war, terrorism, rebellion, flood, fire, explosions, earthquakes, disease, epidemic, pandemic (and any emergency measures and/or government-imposed restrictions or guidance imposed to manage any disease, epidemic and/or pandemic), Internet outages;

“Intellectual Property Rights ” means all trade secrets, patents, rights to inventions, copyright (including rights in computer software) and related rights, moral rights, database rights, utility models, rights in designs, trademarks, service marks, internet domain names, rights in know-how, rights in confidential information, rights in inventions (whether patentable or not), rights in goodwill, or to sue for passing off, and all other proprietary rights and other similar or equivalent rights or forms of protection in each case whether registered or unregistered and including all applications (or rights to apply) for, for renewals and extensions of, such rights as may now or in the future exist anywhere in the world;

“Licensor” means the Licensor identified in the E-SOW;

“Licensor Data” means all data related to the Syndicated Services made available to or downloaded by Client through Delivery Systems including (1), raw or compiled data, regardless of form, (2) all reports, images, content, algorithms; (3) meta-data associated with retailers, markets, advertiser, categories and/or media; (4) purchase records dating back up to five years rolling for all available retailers, categories, and brands in retailer channels that are contracted by Client for the Territory subscribed to under this Agreement if applicable.

“Materials” means information, output, documents, reports, data, programs, plans, products, advertising materials (including appended data, information databases, calculated scores and specialised database applications), software, algorithms, source code, object code, research tools, product taxonomies and dictionaries, analytical techniques and frameworks, methodologies, norms, formulae, works, questionnaires, systems, computer programs, including application software, platforms, enhancements, supporting documentation and other work processes and information, whether in hard copy or digital format;

“Participant(s)” means panel members and/or individuals responding to market research questions and stimuli;

“Permitted Recipient” means: (i) if Client is a manufacturer, its distributors and retailers and/or wholesalers, or (ii) if Client is a retailer, its consumer product suppliers.

“Public Statement” means any advertising, marketing material, press releases, correspondence with any third parties or similar external, public-facing communications;

“Syndicated Services” has the meaning given to it in the E-SOW;

“Territory” means the territory defined in the the E-SOW.

 

• 2Licence and SERVICE TERMS

1. Licensor grants to Client a limited, personal, non-exclusive, non-transferable, non-sublicensable licence (the “Licence”) to access and use the Syndicated Services and to permit its Authorised Users to access and use the Syndicated Services solely as described in this Section and Section 3 hereunder. Client shall ensure that the Authorised Users comply with the terms of this Agreement as if they were a party to it and Client is responsible for all use of Delivery Systems by its Authorised Users.

1. Client cannot share the Licence. Client may download and/or store Licensor Data: (a) to analyse Licensor Data for Client’s internal use; and (b) to quote from Licensor Data in work product created by Client for presentation to Permitted Recipients. Any use of Licensor Data pursuant to Section 2.2 (b) must be: (i) related to communications with a Permitted Recipient in the ordinary course of business for the purpose of illustrating or supporting recommendations of Client to such Permitted Recipient; (ii) provided in a form that could not reasonably be expected to allow such Permitted Recipient to repurpose Licensor Data or otherwise to derive the practical benefits of a subscription to the Syndicated Services (e.g., in the form of supporting quotes, charts, tables or graphs, without the ability to perform an independent analysis of the underlying Licensor Data); and (iii) appropriately cited and credited to Licensor: “Copyright © [[…] (Licensor)] 20[XX]”. The foregoing right to access and use the Syndicated Services and the accompanying Licence will terminate upon the termination of the Term.
2. Client will use the Syndicated Services in compliance with Applicable Law and will not: (a) reverse engineer, decompile, probe, scan, or attempt to discover any source code or underlying ideas or algorithms utilized in the Syndicated Services; (b) copy, download, scrape, store, publish, transmit, transfer, distribute, broadcast, circulate, sublicence, bundle with other products, sell or otherwise use any portion of the Syndicated Services, except as expressly permitted by this Agreement; (c) remove, obscure, or alter the copyright, trademark, or any other proprietary rights or notices included within the Syndicated Services; (d) make any Public Statement that contains the whole or any part of the Syndicated Services (unless expressly authorised in writing by Licensor); (e) use the Syndicated Services in any manner that could or does exaggerate, distort or misrepresent the findings of the Licensor Data (or otherwise cause Licensor to breach Applicable Laws or any Codes of Practice); (f) use the Syndicated Services or Licensor Data in any legal or administrative proceedings save to the extent that such use is compelled by legal process and provided that Client shall provide Licensor with as much notice as reasonably practicable and take such steps reasonably requested by Licensor to protect the confidentiality and commercial sensitivity of the Syndicated Services; (g) use the Syndicated Services for any Client offering or product development or to create stand-alone aggregated reports for use outside of the Client entity identified in the E-SOW or outside of the Territory; or (h) use Syndicated Services to build domestic or international databases or to otherwise create or enhance any service that could compete with any of Licensor’s services or for data modelling, without a separate written agreement from Licensor.
3. This Agreement does not constitute a sale and does not convey to Client any rights of ownership in or related to the Syndicated Services or the Intellectual Property Rights in Delivery Systems, Licensor Data which are owned by Licensor nor in the Intellectual Property Rights of Licensor suppliers. Except for the limited Licence granted herein, all right, title and interest in the Syndicated Services, Delivery Systems and Licensor Data, in all languages, formats and media throughout the world, whether now known or later devised, including all copyright and other Intellectual Property Rights, are and will continue to be the sole, exclusive, and absolute property of Licensor and its suppliers, with all rights reserved. Client hereby assigns to Licensor any Feedback and Licensor may use such Feedback as it deems appropriate in its sole discretion.

    

• 3Access to Syndicated Services.

1. Client acknowledges and agrees that (a) Client Affiliates shall not receive the benefit of, or be entitled to use, the Syndicated Services; (b) only Client’s Authorised Users will have access to specific Syndicated Services; (c) if applicable for specific Syndicated Services provided, for each Authorised User, Licensor will create a personal access code permitting access to the Delivery Systems; each Authorised User must use their own code only; (d) access to the Syndicated Services by any individual other than an Authorised User is prohibited unless such access is permitted pursuant to an signed third party access agreement between Client, Licensor, and the third party; (e) Client shall ensure the appropriate use of any reports and other materials prepared by Licensor in a manner that will not violate any Applicable Law or infringe upon the Intellectual Property Rights of Licensor or any third party;

1. Client shall monitor Authorised Users’ access to and use of the Delivery Systems. Licensor has no obligation to verify the identity of any person who gains access to the Delivery Systems. Any failure by any Authorised User to comply with the Agreement shall be deemed to be a material breach by Client, and Licensor shall not be liable for any damages incurred by Client or any third party resulting from such breach. Client must immediately take all necessary steps, including providing notice to Licensor, to effect the termination of access for any Authorised User if there is any compromise in the security of login credentials or if unauthorised use is suspected or has occurred.
2. Client will not: (a) breach or attempt to breach the security of the Delivery Systems or any network, servers, data, computers or other hardware relating to or used in connection with the Syndicated Services; (b) use or distribute through the Delivery Systems any software, files or other tools or devices designed to interfere with or compromise the privacy, security or use of the Delivery Systems or the operations or assets of any other customer of Licensor or any third party; (c) use, or facilitate, authorise or permit the use of, any robot, bot, spider, scraper, offline reader crawler or other automated device, program, technique, tool, process, algorithm or method whether for data gathering, mining, collection, reading, scraping, extraction or other purposes on or in relation to the Delivery Systems; and (d) apply any kind of non-internal large language model, machine learning model, foundation model, generative artificial intelligence system, or any other process commonly referred to as artificial intelligence for the purposes of developing, improving, training, testing or supporting such models or systems to generate any data or content or to synthesis or combine with any other data or content.

    

    

    

• 4Fees and Payment Terms

1. Fees will be invoiced in full upon commissioning and shall be paid strictly 30 days from the date of invoice.
2. All sums payable under this Agreement: (a) are, exclusive of any VAT or GST (as may be applicable) or any other applicable tax or duties (including withholding tax) which, where applicable, shall be added to the relevant invoice at the rate prevailing in law at the relevant time and shall be payable by Client to Licensor; (b) shall be paid to the credit of Licensor's bank account, details of which are detailed on the E-SOW; (c) shall be paid without set-off, deduction or withholding and if Client is obliged under any Applicable Law to make any deduction or withholding, Licensor shall increase its Fees by the amount necessary to ensure that it receives the Fee as a net payment and Client shall pay the increased or additional Fees; and (d) shall be proposed, invoiced and payable in the currency listed in the E-SOW.

1. Client will provide Licensor with a valid Purchase Order (PO) and/or equivalent or complementary order document in advance of delivery of any Syndicated Services to cover the Fees. Licensor shall be entitled to delay or suspend access to the Syndicated Services until Client has provided a valid Purchase Order.
2. Without prejudice to any other rights or remedies Licensor may have, if Client fails to make any payment due to Licensor by the relevant due date, then: (a) Licensor shall be entitled to charge interest at the rate permitted by statute from the invoice date to the date when Licensor receives full payment; (b) Licensor reserves the right to pass on any costs incurred as a result of exchange rate movements during such period of delay; (c) Licensor may suspend the provision of Syndicated Services until payment has been received by Licensor; or (d) Licensor may deem it to be a material breach and terminate this Agreement.

    

    

• 5Audit

1. Client agrees to maintain adequate books and records relating to its compliance with the terms of this Agreement, including compliance with Section 2.2, during the Term and for two (2) years thereafter. Such books and records shall clearly and separately set forth, without limitation, as to each Licence granted hereunder, the entities, whether individuals or organisations, that received access to the Syndicated Services.

1. If Licensor has a reasonable suspicion that Client is violating the terms of this Agreement by allowing unauthorised access to the Syndicated Services and Delivery Systems (including, but not limited to, by sharing the same licence access credentials with multiple individuals), then, upon no less than fifteen (15) days’ prior written notice to Client, Licensor may request, and Client will provide, a copy of all relevant Client log-in records associated with Client’s access to Delivery Systems (a “Licence Audit”). The log-in records shall include the emails, IP addresses, MAC addresses, MDM unique ids, or any other reasonably accessible identifiers of devices used to access the Delivery Systems.
2. If pursuant to Section 3.2 or to any audit conducted pursuant to this Section discloses an underpayment or improper use or distribution of any Licence, Licensor reserves the right, in its sole discretion, and in addition to any other remedies available to it invoice Client for the additional Licence(s) accessed or used on Licensor’s then-current rate card.

    

• 6Data Protection & Privacy

  Client acknowledges that it is not the intention of Licensor to provide Syndicated Services to the Client that include Personal Data and, therefore, Client shall not (or take any action that could or authorise or enable its Affiliates or any third party to), directly or indirectly, reverse engineer, disassemble, probe, match or otherwise manipulate the Syndicated Services to discern the identity of any Data Subjects.

   

   

   

• 7Confidentiality

1. At all times during the Term and for a period of two (2) years thereafter, each Party (“Receiving Party”) shall, keep confidential all Confidential Information and shall not (other than as expressly permitted herein), directly or indirectly, use, communicate, or disclose any Confidential Information of the other in any manner whatsoever.

1. Section 7.1 does not prohibit disclosure of Confidential Information: (a) in the case of Licensor: to any Licensor Affiliates, and each of their respective officers, directors, employees, contractors and service providers, professional advisors and auditors who reasonably need to know such information; or (b) in the case of Client: to its Authorised Users solely to the extent reasonably required to perform the Services and, subject to a signed third-party access agreement, with its professional advisors and auditors who reasonably need to know such information.
2. Notwithstanding the foregoing, Confidential Information shall not include information that (a) is or becomes generally available to the public through no breach of any obligation by the receiving party; (b) was available to the receiving party on a non-confidential basis prior to its disclosure to the receiving party by the disclosing party or its representatives; (c) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or its representatives provided such source is not under any obligation of confidentiality with respect to such information; or (d) is independently developed by the receiving party without reference to the Confidential Information of the disclosing party.
3. Each party shall inform its employees, including Authorised Users, of the confidential nature of the other party’s Confidential Information and shall require such employees to take all reasonable steps to preserve the confidentiality of such information, including without limitation taking all actions that the party would take to protect its own confidential information. Upon the expiration of the Term Client and Licensor shall each destroy or delete all Confidential Information of the other (including Licensor Data but excluding Licensor Data contained in previously prepared internal summary reports and then-existing presentations to Permitted Recipients) and all materials containing same, then in its possession. This obligation to destroy or delete does not extend to automatically generated computer backup or archival copies generated in the ordinary course of the receiving party’s business, if it makes no further use of such copies.

    

    

• 8Warranties

1. Each Party warrants that it has the authority to enter this Agreement and undertakes to comply with Applicable Laws in its performance of its obligations and exercise of its rights hereunder.

1. Client represents and warrants that: (a) there are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by or, to Client’s knowledge, threatened against Client; and (b) it is not, and will not share the benefit of the Syndicated Services with, any Permitted Recipient that is incorporated in or resident in a country subject to economic or trade sanctions by the U.S. State Department and/or OFAC or are listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person,” or similar designation under the OFAC sanctions regime. Any breach of this Section shall be deemed a non-remediable material breach of this Agreement and Licensor may immediately terminate this Agreement.
2. Client understands and agrees that: (a) except as provided in Section 8.1 above, the Syndicated Services and Delivery Systems are provided on an “as-is, as available” basis without warranty of any kind, express or implied, including without limitation warranties of usefulness, merchantability, fitness for a particular purpose, accuracy or completeness, or timeliness; or warranties arising from course of performance/dealing, or usage of trade; (b) the Syndicated Services are intended solely as business intelligence tools and Client’s use of, and reliance upon the Syndicated Services are Client’s sole responsibility, with Client assuming all associated risks; (c) all data contained in the Syndicated Services is based on data provided by Participants and will have passed through Licensor’s eligibility checks, however, Licensor does not guarantee completeness or accuracy of the data, which may contain any incidental inaccuracies occurring during the aggregation process, including misclassification of products into incorrect categories; (d) the response rates to surveys or questionnaires, or Participants submission of purchasing behavioural data, cannot be predicted and are not guaranteed by Licensor and may be impacted by missing invoices from Participants and/or by incomplete information provided by Participants regarding their purchased products; (e) data collection sample achievement is not guaranteed and the number of Participants reporting data in any given period may be lower than the headline active panel sample size; (f) the data is provided by the Participants actively participating in the research panel task in any given data reporting period and although recruited to represent the applicable Territory population, the sample demographic balance is not guaranteed and may differ from official population estimates; (g) the Syndicated Services consist of the results of research, analysis and opinions utilising methods and practices which Licensor deems appropriate; and (h) it is aware that the information produced by Licensor is liable to inevitable or incidental inaccuracies, which are typical of the sample analysis, and that - should those circumstances occur - they shall not be construed by Client under any circumstance, as failure to perform on the part of Licensor.

    

• 9Indemnification

1. Licensor shall indemnify the Client and keep the Client indemnified from and against all losses, damages, liabilities, claims, reasonable costs and expenses (including reasonable legal costs) which are incurred and/or suffered by the Client arising out of or in connection with any third-party claim that Syndicated Services, when used in accordance with the terms of the Agreement infringe the Intellectual Property Rights of any third party.
2. The Client shall indemnify Licensor and keep Licensor indemnified from and against all losses, damages, liabilities, claims, costs and expenses (including reasonable legal costs) which are incurred and/or suffered by Licensor and its Affiliates arising as a result of: (a) any breach by Client, an Authorised User, a Permitted Recipient, or any person or entity under Client’s control, of Section 2, Section 3, Section 7 or Section 8 above; (b) any investigation or complying with any request made by any competent regulatory authority in relation to: (i) Client or any of its Affiliates; (ii) the Client’s industry; and/or (iii) any act or omission of Client.
3. The indemnification obligations relating to a third-party claim set forth in this Section are subject to the following requirements: (a) the indemnitee shall take all reasonable steps to mitigate any potential damages which may result; (b) as soon as reasonably practicable, the indemnitee shall give written notice of the Claim to the indemnitor, specifying the nature of the Claim in reasonable detail; (c) not make any admission of liability, agreement, or compromise in relation to the Claim without the prior written consent of the Indemnitor (such consent not to be unreasonably conditioned, withheld or delayed); (d) give the indemnitor and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the indemnitee, so as to enable the Indemnitor and its professional advisers to examine them and to take copies (at the Indemnitor expense) for the purpose of assessing the Claim; (e) give the Indemnitor the option to take conduct of the negotiation, defence or settlement of such claim.

    

• 10Liability

1. Subject to Section 10.2, the Licensor shall not be liable to the Client, whether in contract, tort (including negligence), indemnity liability, breach of statutory duty or otherwise, arising under or in connection with this Agreement: loss of profit; loss of anticipated savings; loss of business opportunities; loss of, or, damage to, reputation or goodwill; loss of earnings or revenue; loss of data; or any indirect, special or consequential loss. Subject always to Section 10.3, the provisions of this Section 10.1 will not be taken as limiting the right of the Licensor to, among other things, recover as a direct loss any cost related to loss of data, any loss of profits, any loss of business opportunities.

1. Subject to Sections 10.1 and 10.3, the maximum aggregate liability of Licensor arising under or in connection with this Agreement, whether such liability arises in contract, tort (including negligence), indemnity liability, breach of statutory duty, or otherwise, shall not exceed the Fees paid by Client under this Agreement.
2. Nothing in the Agreement shall limit or exclude the liability: (a) of either Party for death or personal injury resulting from its negligence or for fraud or fraudulent misrepresentation; (b) which cannot be excluded by Applicable Law

    

3. Licensor shall not be liable for: (a) subject to Section 9, any loss howsoever arising from or in connection with the Client's use of, and reliance upon the Syndicated Services; (b) any loss howsoever arising from or in connection with the Permitted Recipients use of, and reliance upon the information provided to it pursuant to Section 2.2 (b).

    

    

• 11TERM and Termination

1. The Licensor reserves the right to terminate this Agreement immediately by issuing written notice to the Client in the event of a material breach. Client's breach of any provision under Section 2 and/or Section 3 shall be deemed a material breach of this Agreement.
2. Termination of this Agreement shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing under this Agreement as of the date of termination.
3. Regardless of termination of this Agreement, provisions which expressly or by implication have effect after termination shall continue in full force and effect.

    

    

    

• 12FORCE MAJEURE

  The Licensor shall not be in breach of the Agreement, nor liable for delay in performing, or failure to perform, any of its obligations under the same, to the extent that such delay or failure results from Force Majeure. In such circumstances, the Licensor shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for three months, the Client may terminate this E-SOW by giving not less than fourteen (14) days' written notice to the Licensor.

• 13General

1. This Agreement and any non-contractual obligations arising out or in connection with it shall be governed and construed in accordance with the laws of England.Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England over any claim or matter arising under or in connection with this Agreement (or the legal relationships established by this Agreement).

1. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.

    

2. Any notice given to either Party under this Agreement shall be by post or by email to the relevant person identified as a contact person for that Party in that E-SOW. Notices sent by registered first class post or recorded delivery shall be deemed to be served three (3) Working Days following the day of posting. Notices sent by email shall be deemed to be served 24 hours after sending if sent to the correct email address and no notice of delivery failure is received.
3. The Parties are independent contractors and nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between them (or any of their respective Affiliates), constitute any person as the agency of another, nor authorise the other Party to make or enter into any commitments for or on behalf of any other.
4. The terms of this Agreement shall not be modified by any terms contained in (a) any purchase order issued by Client, (b) Client’s electronic payment systems, (c) Client’s websites or (d) other materials supplied by Client. Licensor’s reference of any such purchase order or use or receipt of any such payment systems, websites or materials shall not constitute an acceptance by Licensor of any such terms. No variation of this Agreement shall be effective unless it is in writing and signed by Licensor and Client (or their authorised representatives).
5. A person who is not a Party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any provision of this Agreement
6. The rights and remedies provided for in this Agreement are cumulative and shall be in addition to (not in lieu of) any other rights and remedies provided by law or in equity.
7. No failure or delay by a Party to exercise any right or remedy provided under this Agreement, or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
8. Licensor may assign: (a) its receivables due from the Client, and (b) (in whole or in part) its rights under this Agreement to any Licensor Affiliate upon the provision of prior written notice to Client.