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Terms and Conditions

KEY NOTE LTD - TERMS AND CONDITIONS OF BUSINESS

By placing an order with Key Note, you will be entering into an agreement between you and us on the basis of (i) the general terms and conditions set out in this document, which are applicable to all orders placed with Key Note, and (ii) the additional terms which are specific to your agreement, set out on your order form.

1. Definitions & Interpretation

1.1 In this agreement, the following words or expressions shall have the meanings set next to them:

"Authorised User" means a person employed by you or engaged full-time within your organisation to act on your behalf, who has been nominated by you to us in writing as being entitled to use the Service(s);

"Charges" are those fees and charges payable by you to us in accordance with this agreement;

"Content Provider" means any third party who contributes financial data, industry opinions, research, commentary and forecasts, graphics, results of public surveys, interviews and other information used in compiling the Materials or providing the Services;

"Information Reseller" means a person who is substantially engaged in compiling, aggregating, or dealing in business information or copyright or database licences on a commercial basis. A public library, student or academic or other researcher wishing only to cite or disclose an insubstantial extract from the Materials on an ad hoc basis, as an incidental part of some wider service or activity, will not for that reason alone be considered to be an Information Reseller;

"Intellectual Property Rights" means all and any intellectual property rights of any kind including copyrights, design rights, database rights, patents, utility models, business names, trade marks, service marks, domain names, technical and commercial information and know-how, software and data licences and all other proprietary rights in relation to information and intellectual property as may exist anywhere in the world, whether registered or not, together with applications for any such rights;

"Materials" means Market Research Reports, Company Information and any other information that we provide or make available to you as part of or in the course of supplying a Service including any data, editorial, graphics, screen shots, computer files and hardcopy output obtained from the Service;

"Order" means an offer to purchase Services;

"Order Form" means in relation to an Order all that information which has either been (i) entered onto the Website by you in the process of placing that Order online, or (ii) provided by you and compiled by us into an order form in the course of taking an order by telephone or e-mail, in each case in the format in which we store or make the same available for you by download from the website or from an e-mail attachment;

"Party(ies)" means you and/or us as the context requires;

"Service(s)" means (i) the provision of Key Note's range of Market Research Reports and/or (ii) the provision of Key Note's Company Information services comprising Company Search and People Search, and/or (iii) the provision of sales leads lists through the List Builder service, as selected by you on the Order Form;

"Terms" means the terms and conditions set out in this document and the additional terms set out on your Order Form;

"Territory" means the United Kingdom and the Republic of Ireland; "Home Territory" means whichever of these two jurisdictions is the place from which you purchased the Service;

"We", "us" or "our" refers to Key Note Limited;

"Website" means the website from which Key Note makes the Services available (which at the commencement of the agreement is at www.keynote.co.uk)

"Working Day/Hours" means from 8.00 a.m. to 6.00 p.m. B.S.T. every day other than Saturdays, Sundays and English public holidays.

"You" or "your" refers to the person named as the customer on the Order Form.

1.2 The word "including" where used in this agreement means "including but not necessarily limited to".

1.3 This agreement constitutes the full and entire agreement between the Parties regarding its subject matter and supersedes any and all express or implied agreements or understandings between the Parties concerning the Services. The terms of this agreement shall not be modified except by document in writing signed by both Parties.

1.4 The terms of this agreement are severable and if any one or more of them is held illegal or invalid the remainder shall continue in full force and effect.

2. Duration

2.1 Unless otherwise stated on the Order Form, this agreement shall be effective from the date on which an Order from you is accepted by us and, subject to clause 8, shall remain in effect for the period of one year, or such other period, if any, as may be specified on the Order Form.

2.2 On termination of the agreement, you agree to cease using the Service and Key Note may disable your passwords.

2.3 On termination of the agreement, you may retain those reports you have extracted from the Service, subject always to the Terms.

3. Grant of Licence

3.1 Key Note grants you for the duration of the Agreement a non-exclusive, non-transferable and non-assignable licence to access the Website, to use the Services and to use, down-load, store and make copies of and extracts from the Materials, subject to the Terms and in particular the following conditions:

3.1.1 The rights may only be exercised by the Authorised Users, using one or more passwords. You shall make the Authorised Users aware of these conditions of use. Passwords are confidential and may only be used by your Authorised Users, whom you may remove or replace after providing written notice to us.

3.1.2 The Materials are for your own internal, personal use only, for the benefit of your business only, within your Home Territory. Materials may only be used in connection with the particular transaction or project for which they were originally obtained. This licence permits use of Materials for direct marketing by you in relation to your own products and services, but does not include use of Materials in any product or service that you supply. You may not disclose or make available the Materials to any person, whether for sale or otherwise, including your employees, agents and contractors and any company or organisation connected with you by common ownership or control, other than an Authorised User, unless required by law and you have first notified us.

3.1.3 You may not use the Materials in connection with providing advice or recommendations to others, or publish any of the same in the news media, incorporate the same in any database or marketing list for use by a third party, or use the same to perform any statistical analysis or benchmarking comparison with other business information databases for a third party.

3.1.4 You agree to comply with Key Note's fair use policy, which is set out as follows and may be amended or re-published on the web-site from time to time:

Fair Use policy: While Key Note wishes you to have reasonable access to Key Note's entire range of reports, we require your usage to be consistent with that of an end-user, satisfying its own needs from time to time, on an ad hoc basis. If in Key Note's reasonable opinion you appear to be carrying out systematic or large scale downloading of the Materials, not selected on an ad hoc individual basis, or using the Service to compile the Materials into a database or storing the Materials for some secondary undisclosed commercial purpose, or engaging in some other unfair or deceptive practice, or intending to do so, Key Note reserves the right to suspend and/or limit your access to the Service. In such a case, Key Note will give you an opportunity to explain your requirements and discuss, without obligation upon us to agree, any possible amendments to the terms of your agreement which may be consistent with your needs and also the expectations of Key Note and its Content Providers.

3.1.5 We may impose technical and other restrictions on the number of lists available from the List Builder service and on the number of sales leads provided in each list. These lists may be used during the term of the agreement only and thereafter must be deleted from your records. Unless otherwise indicated, these lists will not be purged of numbers notified to the Corporate Telephone Preference Service.

3.1.6 You must not copy, batch harvest, upload or in any other way reproduce information obtained from the Services for the purpose of aggregating that information, or using it to verify, correct or supplement any third party data, except that you may create a single back-up or archive copy for regulatory compliance or other non-commercial purpose.

3.1.7 You must not use information obtained from the Services as a factor in establishing an individual's eligibility for credit, insurance or employment, or for any unfair, anti-competitive or deceptive purpose or in any manner other than in accordance with applicable laws and regulations including those relating to data protection and telemarketing, privacy and anti-corruption.

3.1.8 You may not voluntarily use or disclose any part of the Materials in legal proceedings without Key Note's express written consent, which will not be unreasonably withheld.

3.2 All Intellectual Property Rights in the Materials are and shall remain the exclusive property of Key Note and its Content Providers and you will not acquire any rights in or over the Materials beyond the licence explicitly set out in this clause 3.

4. Your representations to us

4.1 You represent and warrant to us that:

4.1.1 you and the Authorised Users are situated within the Territory and will not at any time access or use the Services or Materials in or from any jurisdiction other than that in which you are situated.

4.1.2 neither you nor any of the Authorised Users is an "Information Reseller".

5. Our Service Undertakings

5.1 We shall use all reasonable endeavours to ensure that:

5.1.1 the Services will be provided in accordance with any timescales, delivery requirements and other specifications described in an Order;

5.1.2 the type of reports and the formats in which they are available will conform in general content and layout to any samples provided and will remain consistent for the duration of the agreement, subject to availability of data for particular companies and to Key Note's policy for upgrading the Services and commissioning new reports;

5.1.3 the Website will remain available for access at all times during the Working Day subject to Key Note's requirements to carry out system development, updating and maintenance work.

6. Charges

6.1 You agree to pay to us the Charges no later than 30 days after receipt of our invoice or no later than 30 days from the start date of the subscription, whichever is the earliest, failing which we reserve all or any of the following options:

6.1.1 to charge you statutory interest accruing daily from the due date to the date on which payment in full is received;

6.1.2 where payment of Charges is due in instalments, to require immediate payment of all instalments remaining to be paid under the agreement;

6.1.3 to suspend provision of the Service;

6.1.4 require you to provide such guarantees or other assurances as we may require in order to secure your payment obligations.

6.2 Charges are subject to VAT in addition and any other tax in the nature of a sales tax which might become applicable during the term of the agreement. We shall provide you with a VAT invoice for the Charges.

7. Right to Audit

7.1 You must keep a record of all systems and storage media used for storing or using the Materials. You agree that for the duration of this agreement and the period of ninety days after termination we shall be entitled to appoint an employee of ours or other representative to audit that record and those systems and storage media on request during the Working Day, to confirm to us that the Service and the Materials have been used in accordance with this agreement. You agree to allow us reasonable access to your premises and to question your personnel to verify the way in which Materials have been used by you.

7.2 If an audit reveals that Materials have been used by personnel who are not Authorised Users you agree to reimburse us promptly for any underpaid charges (at the then current list price) together with any costs incurred by us in carrying out the audit. In addition, you acknowledge that in such circumstance we reserve the right, at our discretion, to suspend or terminate the agreement.

7.3 Our representative shall as a condition of the audit agree in writing to (i) any reasonable supervision by you and any applicable site security regulations, and (ii) any reasonable and usual form of confidentiality undertaking as to the information so obtained,

8. Term & Termination

8. The agreement shall remain in existence for the period specified in clause 2.1 unless a Party terminates the agreement with immediate effect, by giving the other written notice, under any of the following provisions:

8.1.1 either Party may terminate this agreement if the other commits a breach of any condition of this agreement which, if capable of remedy, is not remedied within 14 days after receipt of notice requiring the breach to be remedied, or enters into liquidation, receivership, bankruptcy or otherwise ceases to trade or to be able to pay its debts as they fall due;

8.1.2 We may terminate this agreement if you fail to pay any amounts payable for your use of the Service within thirty days after the due date for payment;

8.1.3 We may terminate this agreement if, for genuine and substantial operational or commercial reasons, we withdraw from the market any principal feature of the Service or the Website;

8.1.4 either party may terminate this agreement if, for any reason beyond our reasonable control, the Services suffer any interruption or failure in the nature of force majeure, such that the Services are wholly or substantially unavailable to you over a period of fifteen consecutive Working Days, or for any fifteen Working Days within a period of thirty consecutive Working Days.

8.2 If we terminate on the grounds described in Clauses 8.1.3 or 8.1.4 above, or if you terminate on the grounds described in Clauses 8.1.1 or 8.1.4, you will be entitled to a reduction in the Charges payable which is proportionate to the number of days the agreement had left to run at the point it was terminated. We will remain entitled to payment for sums attributable to any period prior to termination not previously billed or paid for and may deduct the same from any refund of prepaid Charges but further instalments of Charges, if any, relating to any period or usage following termination will not be payable. On termination of this Agreement in any other case, whether or not it be replaced with a further agreement, (i) we may claim payment for any usage or licence period not previously billed or paid for and may retain any remaining balance on your account, and (ii) your rights under Clause 2.3 will terminate.

8.3 We shall calculate and pay any refund owing to you within twenty-one days after the effective date of termination and provide a statement of the calculation. The refund will be the portion of any prepaid Charges which is attributable to the number of days unexpired in the period for which the Service Fees were paid.

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8.4 Termination shall not affect any right or remedy which either Party may have against the other and Clauses 2.3, 7, 8.2, 8.3, 9, 11.4 shall survive termination of the Agreement.

9. WARRANTY & EXCLUSION OF LIABILITY

9.1 We warrant that we have all licences and permits required for the proper performance of our obligations under this agreement and that the use of the Website, the Service and the Materials in the Territory will not infringe the Intellectual Property Rights of any other person. If it is alleged that your use of the Services has infringed any party's intellectual property rights, we shall pay promptly on demand any costs, claims, losses, liabilities and expenses which are awarded, or agreed by us by way of settlement to be paid, to that party together with your reasonable legal fees, provided you make no admission and allow us and/or any relevant Content Provider full control of the defence and settlement of the claim. You may if you wish participate in the defence at your own cost and have notice of all key events.

9.2 The warranty and indemnity contained in Clause 9.1 are given by us in lieu of all implied warranties. Although we select our Content Providers with care, we have no means of independently verifying the information they provide and the Materials are provided on an as-is, as available basis. We and our Content Providers do not make and hereby disclaim all and any warranties express or implied with respect to the Materials, including the correctness, completeness, currency or satisfactory quality, merchantability or fitness for purpose of the Materials and, other than the warranties given in Clause 5, in respect of the Service.

9.3 Neither Key Note nor any Content Provider shall be liable for any delay, interruption or failure in providing the Services which is wholly or substantially attributable to any circumstance which is beyond its reasonable control including war, act of terrorism, riot, flood, storm, act of God, strike or other labour dispute, change in the law, lack of power, telecommunications or other public amenity.

9.4 Except in respect of claims by you under clause 9.1 above, which shall be without limitation, if for any reason Key Note or a Content Provider is assessed to have any liability to you under or in connection with this agreement, our or their maximum liability to you in respect of any direct loss, except to the extent that such loss is not excluded by clause 9.5 below or otherwise, whether such loss arises in contract or in tort (including negligence) or otherwise shall not exceed in aggregate a sum equivalent to the Charges, or the sum of ?20,000, whichever is the greater.

9.5 Except in respect of claims by you under clause 9.1 above, which shall be without limitation, neither Key Note nor any Content Provider shall be liable to you for any loss of profits, revenue, business, goodwill, anticipated savings, data, losses incurred by third parties or any type of special, indirect or consequential loss, even if such loss was reasonably foreseeable or the possibility of it had been advised to us.

9.6 Notwithstanding the above or any other provision of this agreement, Key Note and its Content Providers do not seek by the terms of this agreement to exclude or limit their liability to you or any third party for death or personal injury, or by fraud, or any wilful act calculated to cause you or others harm or loss, or under the indemnity given in Clause 9.1, or any other liability which may not be excluded or limited under the law.

10. Data Protection
10.1 Each Party undertakes at all times to conform with all relevant principles and regulations governing the holding and processing of personal data obtained from the other including without limitation the Data Protection Act 1998 (as may be amended from time to time).

11. Indemnity

You agree to indemnify, defend and hold harmless Key Note and its Content Providers from any claim or cause of action against any of them arising out of or relating to use of information obtained by you from the Services by any person not authorised to have access to it or in any manner not permitted under the terms of this agreement.

12. General

12.1 No delay in the exercise of rights by either Party or time allowed by it for compliance or performance by the other shall affect its rights hereunder against the other or operate as a waiver.

12.2 This agreement, or the benefit of it, may not be assigned to or put to the use of any third party by you without our written consent. We may assign the benefit and/or burden of the agreement as we sees fit by serving written notice to you.

12.3 All notices served under this agreement must be in writing. A notice shall be validly served if sent during a Working Day by fax or e-mail or post to the fax number or e-mail or postal address of the recipient shown on the Order Form, for the attention of the recipient's principal contact or account manager shown on the Order Form or as otherwise notified to the other for the purpose, provided that a notice served by fax or e-mail is also posted within two Working Days thereafter. A notice served by fax or e-mail, subject to postal confirmation, shall be treated as served on the day of transmission, or if that is not a Working Day, on the next Working Day and a notice served by post alone shall be treated as served two Working Days after posting.

12.4 Content Providers shall be deemed to have relied upon, and acquired rights under and to enforce, Clause 9 but subject thereto no third party shall be deemed to have relied upon, acquired rights under or to enforce any provision of this agreement which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.

12.5 This agreement shall be interpreted and construed in accordance with the laws of England, and both Parties agree to the non-exclusive jurisdiction of the English courts.