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END USER DATA LICENCE

PLEASE READ CAREFULLY BEFORE USING THE PLATFORM AND ACCESSING THE DATA

This end-user licence agreement ("EULA") is a legal agreement between you ("you" and "yours") and Data City Limited (Company no. 10958787) of 3RD Floor, Munro House, Duke Street, Leeds LS9 8AG ("Data City") (1) and High Value Manufacturing Catapult (Company no. 07708659) of iCentrum, 6 Holt Street, Birmingham, B7 4BP ("HVMC") (2) ("we", "us", "our") for the use of the Data and Content on the Platform (all as defined below).

Subject to the rights of third parties in any of the Data and/or Content, we license use of the Data and Content (in each case by Data City and/or HVMC, as applicable) to you on the basis of this EULA.

IMPORTANT NOTICE:

AGREED TERMS

  1. Definitions and Interpretation

    1. In the EULA capitalised terms shall have the meaning given to them in this clause 1 and as otherwise determined in the EULA:

      "Company User" means the defined User-type as set out in clause 4.1(c);

      "Content" means any data, content, documentation, records, images, photographs, illustrations, icons, text, video, audio, written materials, software or other content which is submitted by Company Users and uploaded to the Platform;

      "Data" means any data, content, records, images, photographs, illustrations, icons, text, video, audio, written materials, software or other content, including, without limitation, analysis, output and results created, produced or generated by the Platform (whether or not incorporated into a Report), but excluding the Content;

      "Data Protection Laws" means (i) the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council ("GDPR") and laws implementing or supplementing the GDPR; (ii) the GDPR as transposed into United Kingdom national law by operation of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 ("UK GDPR"), together with the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended) and other data protection or privacy legislation in force from time to time in the United Kingdom; and (iii) to the extent applicable, the data protection or privacy laws of any other country.

      "Derived Data" means Data or Content (wholly or in part) Manipulated to such a degree that it:

      1. cannot be identified as originating or deriving directly from the Data or Content and cannot be reverse-engineered such that it can be so identified; and
      2. is not capable of use substantially as a substitute for the Data or Content.

      "End User(s)" means any third party who is permitted to use the Platform, Data and/or Content subject always to agreeing to the terms of the EULA;

      "Intellectual Property" means any and all copyright, “moral” rights, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, the right to sue for passing off, utility models, domain names and all similar rights and, in each case:

      1. whether registered or not;
      2. including any applications to protect or register such rights;
      3. including all renewals and extensions of such rights or applications;
      4. whether vested, contingent or future; and
      5. wherever existing.

      "Manipulate" means to combine or aggregate the Data or Content (wholly or in part) with other data or information or to adapt the Data or Content (wholly or in part).

      "Platform" means the software platform and interface found at www.uksupplychaindirectory.com whether accessed by the Internet via a mobile application, mobile device or other electronic device;

      "Raw Format" means any of the Data or Content in its original "as provided" raw format before it has been altered, questioned or manipulated in any way or before it has been used in a Report;

      "Registered User" means the defined User-type as set out in clause 4.1(a);

      "Report" means any report produced by you (in any format) created, produced or generated as part of your use of the Platform, Data and/or Content;

      "User" means you (as an organisation or individual) or any other person who is granted access to the Platform, Data and Content (whether a Registered User or Company User), in accordance with this EULA.

    2. The terms of this EULA apply to the Data and Content including any updates or supplements to the Data or Content, unless they come with separate terms, in which case those terms apply.

    3. In this EULA (unless the content requires otherwise):

      1. the words “including”, “include”, “for example”, “in particular” and words of similar effect shall not be deemed to limit the general effect of the words which precede them and “including”, “include” and “for example” shall be construed to have the words but not limited to following them;
      2. reference to any agreement, contract, document or deed shall be construed as a reference to it as varied, supplemented or novated from time to time;
      3. reference to a party shall be construed to include its successors and permitted assigns or transferees;
      4. words importing persons shall include natural persons, bodies corporate, un incorporated associations and partnerships (whether or not any of them have separate legal personality);
      5. words importing the singular shall include the plural and vice versa;
      6. the headings are all for reference only and shall be ignored when construing the EULA;
      7. references to a clause, schedule, paragraph, appendix or annex are references to the clause, schedule, paragraph, appendix or annex of, or to, this EULA; and
      8. reference to any legislative provision shall be deemed to include any statutory instrument, by-law, regulation, rule, subordinate or delegated legislation or order and rules and regulations which are made under it and any subsequent re-enactment or amendment of the same.

  2. Your licence to use the Data and Content

    1. In consideration of you agreeing to abide by the terms of this EULA, we (in each case Data City and/or HVMC, as applicable) grant to you a personal, revocable, non-sublicensable, nontransferable, non-exclusive licence to use the Platform to access, download, display, view and use the Data and Content in accordance with the provisions of clause 3 (Use of the Data and Content) below.
    2. We may update and change the Platform from time to time to reflect changes to our products, our users' needs and our business priorities.

  3. Use of the Data and Content

    1. Except as expressly set out in this EULA or as permitted by any local law, you agree:
      1. you may only use, create derivative works of, distribute, share, or adapt the Data and Content for:
        1. your own internal business purposes; and
        2. the purposes of research, critical analysis and industry insight publication,
        and only to the extent that such Data or Content constitutes Derived Data.
      2. not to use the Data and/or Content (in its Raw Format or otherwise) to directly derive commercial gain (whether income, exposure or otherwise) from use of the Data or Content;
      3. to keep the Data and Content (and any Report) in its Raw Format strictly confidential at all times and not to disclose, provide or otherwise make available the Data or Content (or any Report) in its Raw Format in whole or in part, in any form to any third party or person without prior written notice and consent from: (i) Data City in respect of the Data, and (ii) either Data City or HVMC in respect of the Content;
      4. not to copy the Data (in its Raw Format or otherwise) save where incidental to the uses set out in clause 3.1(a) or where it is necessary for the purpose of back-up or operational security;
      5. save as set out clauses 3.1(a) and 3.1(d), not to make derivative works of, rent, sell, exploit, distribute, disassemble, decompile, reverse-engineer, share, lease, sublicense, loan, translate, merge, adapt, vary, amend or modify the Data or Content (in whole or in part or in its Raw Format) except as specifically permitted by this EULA;
      6. not to create any database or any offering that seeks to or does replicate or incorporate any Data or Content;
      7. not to do (or suffer to be done) anything which may reasonably be considered to unfairly or unlawfully damage the reputation or integrity of us or our licensors;
      8. not to use the Data or Content to produce or create a credit report or any product or service (in any form whatsoever) containing or referring to the Data or Content (on its own or in combination with other data) or any results, output or materials derived from the Data or Content which bears upon, refers to or otherwise relates to the creditworthiness of any given business or trading entity.
    2. We have the right at any time and without notice to access your account and to monitor your use of the Platform, Data and/or Content to ensure compliance with the terms of this EULA.
    3. Some Content provided by Users may include Personal Data (as defined in the Data Protection Laws) which is subject to our Privacy Policy.

  4. Use of the Platform itself

    1. Your access to, and use of, the Platform, Data and Content shall be limited in accordance with your User type:
      1. Registered Users – registered users will be able to search for and view individual company profiles, and access, view and download aggregated Data and Content on the Platform (within download limits that we may specify from time to time and always in accordance with the terms of this EULA);
      2. Company Users – Company users will have those rights associated with Registered Users plus an ability to be assigned to a company and able to edit data for that company. Company Users may be assigned to one or more companies. To register as a ‘Company User’ you must be employed by or acting under the authority of a company identified by its company number (as registered with Companies House) on the Platform and such company must have all necessary licences, consents and authorisations in place required by applicable law to operate. Each company will be permitted a maximum of (6) Company Users
    2. You shall:
      1. not modify, add to or enhance the Platform;
      2. not copy the Platform (or any part of it);
      3. not disassemble, decompile, reverse-engineer, study or test the functioning of the Platform except and to the extent that such restriction is prohibited under English law;
      4. not to make alterations to, or modifications of, the whole or any part of the Platform, nor permit the Platform or any part of it to be combined with, or become incorporated in, any other programs;
      5. not attempt to gain unauthorised access to the Platform, the server on which our site is stored or any server, computer or database connected to our site;
      6. not permit, conduct, facilitate or authorise any test or data mining or web-scraping in relation to Data or Content contained on the Platform;
      7. not, and in the case of Company Users shall procure that any End-Users employed by that Company’s Users own company shall not, use the Platform:
        1. in respect of or in connection with a criminal offence under the applicable national laws or regulations or against public order or applicable ethical standards and codes;
        2. to send spam or to interfere with or degrade the Platform in any way;
        3. in any way which causes or is intended to cause annoyance, inconvenience or needless anxiety;
        4. in any way which is abusive, harmful, threatening or defamatory or any other way that may cause offence;
        5. in any way that could be harmful to either the Data City or HVMC’s (or any of its third party licensors) systems or data (including uploading any material that otherwise contains a virus or other malicious code);
        6. in any way which breaches or could potentially breach a legal duty to a third party (including a duty of confidentiality) or which infringes or could potentially infringe a person's right to privacy;
        7. in any way which promotes discrimination or is likely to incite hatred;
        8. in any way which may infringe the Intellectual Property Rights of third parties or which promotes any unlawful act.

  5. Upload of Content

    1. Company Users may upload Content to the Platform. If you are a Company User uploading Content, you hereby warrant on your own behalf and on behalf of the End Users within your organisation that:
      1. you have all necessary rights and permissions in order to upload the Content and grant those licences set out in this EULA;
      2. the Content you upload will be accurate, complete and up to date in all material respects;
      3. the Content shall be free of viruses, worms, Trojan horses, or other code which may be harmful or adversely affect the Platform or corrupt Data or Content;
      4. the Content will not breach any national laws or regulations;
      5. the Content could not reasonably be considered to be abusive, harmful, threatening or defamatory or otherwise be likely to cause offence or distress; and
      6. the Content shall not infringe the Intellectual Property Rights of a third party.
    2. Subject to any obligations we have under the Data Protection Laws, any Content uploaded by you may, at any time, be reviewed and amended by us if we reasonably deem the Content to be inaccurate, misleading or otherwise not in accordance with clause 5.1 above.
    3. Any Content which you provide to us which contains Personal Data (as defined in the Data Protection Laws) shall be subject to our Privacy Policy. You acknowledge that such Personal Data may be visible to Users of the Platform accessing the Content and that you have all necessary consents and permissions in place in order to provide such Personal Data to us and to upload it to the Platform.

  6. Intellectual property rights

    1. You acknowledge that all Intellectual Property Rights in the Platform, Data and Content belong to us or our licensors (as applicable), that rights in the Platform, Data and Content are licensed (not sold) to you, and that you have no rights in, or to, the Platform, Data or Content other than those rights granted in accordance with the terms of this EULA.
    2. When you upload Content to the Platform as a Company User, you grant the following rights to use that content:
      1. to (Data City/HVMC) an irrevocable, worldwide, non-exclusive, royalty-free, transferable, sub-licensable licence to use, reproduce, store, modify, adapt, distribute, prepare derivative works of, display, that Content in connection with the service provided by the Platform and across different media; and
      2. to (other Users) a worldwide, non-exclusive, royalty-free, non-transferrable licence to use, reproduce, modify, adapt, distribute, prepare derivative works of, display, that Content in accordance with those rights granted in clause 3.1(a) above.
    3. We take the ownership of intellectual property and rights of an owner very seriously, therefore if you believe any of the Data or Content infringes any of your Intellectual Property Rights and would like such Data and/or Content removing from the Platform, please contact us at: [email protected]. Any notice of alleged infringement must include (a) identification of the alleged infringing item(s), (b) information/contact details of the owner of the alleged infringing item(s), and (c) a statement that you are the owner of the alleged infringing item(s) or their duly authorised representative. We will investigate notices of alleged infringement and will take appropriate action to rectify any upheld allegations of infringement.

  7. Warranties

    1. The Platform is provided free of charge. We have used reasonable skill in providing the Platform and the Data to you for your use in accordance with this EULA. However, we make no representations or warranties of any kind that the use of the Platform, Data or Content will be uninterrupted, error-free or available at all times. The Data and Content is provided "as is" and may contain bugs and errors and the Platform may occasionally be unavailable in whole or in part due to technical maintenance or interruptions in communications. We shall not be liable for any consequences of any such bugs/errors or technical disruptions on the Platform, including without limitation any resulting loss or distortion of any Data or Content. We may suspend or withdraw or restrict the availability of all or any part of the Platform, Data or Content for business and/or operational reasons at any time. We will try to give you reasonable notice of any suspension or withdrawal through Platform notices.
    2. You acknowledge that:
      1. the Data and Content has been compiled using third party and publicly available data sources of which we do not have control; and
      2. whilst we have used reasonable endeavours to verify the identity of such Company User, the Content is uploaded by Company Users and the Content itself may be unverified,
      and as such:
      1. we do not provide any warranty that the Data or Content is accurate, complete or up to date, and
      2. the Data and Content has therefore not been extracted or developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Data and Content meet your requirements.
    3. The Data and Content are provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the Data or Content.
    4. To the maximum extent permitted by applicable law, we hereby disclaim all warranties, terms and conditions, either implied or statutory in relation to the Platform, Data and Content.

  8. Limitation of liability

    1. Nothing in this EULA shall limit or exclude our liability for; death or personal injury resulting from our negligence; fraud or fraudulent misrepresentation; and any other liability that cannot be excluded or limited by English law.
    2. Subject to clause 8.1, neither we nor any Affiliate shall be liable to you for any:
      1. loss of profits;
      2. loss of reputation;
      3. loss of goodwill;
      4. loss of business;
      5. loss or of corruption of data; or
      6. special, indirect or consequential losses, or damages.
    3. Subject to clauses 8.1 and 8.2, our total aggregate liability arising out of or in connection with this EULA shall not exceed £1.
    4. You agree to indemnify and keep indemnified us and any Affiliate from and against any and all Losses which we or any Affiliate may sustain or incur out of or in connection with:
      1. any misuse of the Data or Content by you; or
      2. any breach you by of the terms of this EULA.
    5. For the purpose of this clause 8.4(a), "Losses" shall mean all incurred losses, liabilities, damages, costs, claims, demands, actions, proceedings, orders and expenses (including legal fees) and disbursements and costs of investigation, litigation, settlement, judgment interest and penalties (and any tax thereon).

  9. Termination

    1. We may, in our sole discretion, if we consider you are in breach of this EULA:
      1. immediately suspend or revoke your access to the Platform; or
      2. suspend or revoke your access to any or all of the Data or Content,
      in each case at any time without prior notice to you and without the need to give you reasons for such revocation, termination or suspension.
    2. On revocation of access to the Platform, Data or Content for any reason all rights granted to you under this EULA shall cease (and in the case of partial revocation of access to Data or Content, in respect of such Data or Content) and you must immediately cease all activities authorised by this EULA, including your use of the Data and Content.

  10. Communication between us

    1. If you wish to contact us in writing, or if any condition in this EULA requires you to give us notice in writing, you can send this to us by e-mail at [email protected]. We will confirm receipt of this by contacting you in writing, normally by e-mail.
    2. If we have to contact you or give you notice in writing, we will do so by e-mail to the address you provide to us in your registration for the Platform.
  11. Additional Terms
    1. We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence. You may only transfer your rights or your obligations under this EULA to another person if we agree in writing.
    2. This EULA and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter. You acknowledge that in entering into this Licence you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this EULA or any document expressly referred to in it.
    3. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
    4. Each of the conditions of this EULA operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
    5. This EULA is subject to the laws of England and Wales. We both irrevocably agree that any disputes under this EULA shall be settled under the exclusive jurisdiction of the courts of England and Wales.