1. Interpretation
1.1 Definitions
• Authorised Users: Employees of the Customer who are authorised to access and use the Subscription Services.
• Beneficiaries: Employees of the Customer who may receive content derived from the Subscription Services.
• Confidential Information: Includes Reports, Data, Software, analyses, and all materials provided as part of the Trends&Poor Subscription Services.
• Subscription Services: Includes access to economic reports, datasets, dashboards, and analytical tools made available on www.trendspoor.com.
• Reports and Data: Publications, forecasts, analyses, data visualisations, and any related intellectual property provided through the Subscription Services.
• Software: Any proprietary digital tools and models provided via the Trends&Poor platform.
• User Subscriptions: The subscriptions purchased by the Customer that permit access to the Subscription Services for Authorised Users.
1.2 Interpretation
• Headings are for convenience only and do not affect interpretation.
• References to writing include electronic communication (e.g., email).
• "Includes" or similar terms are not limiting.
2. User Subscriptions
2.1 Subject to full payment and compliance with this Agreement, Trends&Poor grants the Customer a non-exclusive, non-transferable, revocable right for Authorised Users to access the Subscription Services during the Subscription Term for internal business use only.
2.2 The Customer agrees:
• Not to exceed the number of Authorised Users specified in their subscription plan.
• Not to share login credentials among multiple users.
• To ensure all credentials are kept confidential.
• To allow Trends&Poor, upon reasonable notice, to audit usage.
• To pay any shortfalls found during such audits within 10 business days.
• To report any known or suspected unauthorised access.
2.3 Additional users may be added with a corresponding adjustment to the Subscription Fees.
3. Scope of Licence
3.1 Permitted Use
Authorised Users may:
• View, download, and print content for internal use.
• Create derivative content (e.g., charts, summaries) incorporating limited extracts (not exceeding 10%) for internal business purposes.
• Distribute such derivatives internally, provided Trends&Poor is appropriately cited (e.g., “Source: © Trends&Poor [YEAR]”).
3.2 Prohibited Use
The Customer shall not:
• Share, sublicense, or resell the content or access to the platform.
• Use the platform to build competing products or services.
• Upload malicious software or disrupt the system.
• Use any part of the Subscription Services in AI model training or input any part of it into generative AI tools.
• Reverse-engineer or tamper with any software or models provided.
4. Service Availability
Trends&Poor aims to make the platform available 24/7, excluding planned maintenance or events beyond its control.
5. Trends&Poor’s Obligations
• Services will be delivered with reasonable skill and care.
• No guarantee is given for uninterrupted, error-free access or accuracy of forecasts.
• Trends&Poor is not liable for internet connectivity issues or third-party data reliability.
6. Customer Obligations
The Customer shall:
• Provide necessary access information for onboarding and usage.
• Comply with applicable laws.
• Ensure Authorised Users adhere to the Agreement.
• Be responsible for safeguarding all login credentials.
7. Fees and Payment
7.1 Subscription Fees are payable in advance and non-refundable.
7.2 Late payment may result in:
• Suspension of access without liability.
• Interest charged at 4% above the Bank of England base rate.
7.3 Trends&Poor may increase Subscription Fees annually at a reasonable market rate.
8. Intellectual Property
• Trends&Poor retains ownership of all rights in the Subscription Services.
• The Customer is granted a limited licence as expressly stated and no further rights.
9. Confidentiality
• The Customer must keep all Confidential Information confidential during the Subscription Term and for 10 years thereafter.
• Disclosure is permitted only if legally required or for performance of this Agreement.
10. Liability
10.1 Services are provided “as is”. Trends&Poor does not guarantee data accuracy or fitness for a specific purpose.
10.2 Nothing in this Agreement limits liability for death, personal injury, or fraud.
10.3 Trends&Poor shall not be liable for indirect, special, or consequential damages. Total liability is limited to the amount paid in the 12 months preceding the claim.
11. Term and Termination
10.3 Trends&Poor shall not be liable for indirect, special, or consequential damages. Total liability is limited to the amount paid in the 12 months preceding the claim.
11. Term and Termination
• Either party may terminate with immediate effect upon:
o Material breach that remains unremedied after 30 days.
o Non-payment within 30 days of due date.
Upon termination:
• All licences and access end immediately.
• All unpaid fees become due.
• Confidentiality obligations survive.
12. Miscellaneous
• Governing Law: This Agreement shall be governed by English law. The courts of England and Wales have exclusive jurisdiction.
• Force Majeure: Neither party is liable for events beyond reasonable control.
• Assignment: Customer may not assign this Agreement without Trends&Poor’s written consent.
• Amendments: Changes must be agreed in writing.