TERMS AND CONDITIONS
Version1.1 – February 2020
1.1 In these terms and conditions the following terms shall have the meanings as described to them:
“The Charges” means all sums payable in accordance with these Terms and Conditions
“Commencement Date” means the date on which Share Data receives the Client’s instructions
“Confidential Information” means all information provided by the Client to Share Data to enable it to provide the Services and all information provided by Share Data to the Client as part of the Services whether in electronic, written or oral form
“Share Data” means Share Data Ltd., Co. No. 3004064, Registered Office 5-7 Highgate Road, London NW5 1JY
“The Services” means the provision of valuations of securities, utilising historical financial data, and other services as itemized from time to time on this website.
“The Website” means www.sharedata.co.uk
1.2 Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time consolidated or re-enacted.
1.3 Reference to clauses are, unless otherwise provided, references to clauses of these Terms and Conditions.
1.4 The headings and sub-headings are inserted for convenience only and do not form part of this Agreement.
2. RIGHTS AND OBLIGATIONS OF SHARE DATA
2.1 Share Data shall provide the Services to the Client upon these Terms and Conditions.
2.2 Share Data shall use all reasonable care in the compilation of the information which forms any part of the Services. The Client accepts that Sare Data must rely for its information on external data sources over which it has no control. Share Data shall not be liable for any inaccuracy in respect of data provided to it.
2.3 Share Data reserves to itself complete editorial freedom in the form and content of the Services, and may alter the same from time to time with reasonable prior notice, if those alterations do not result in a material change to the Services.
2.4 Share Data may at any time suspend or withdraw any part of the Services from any client without penalty. In such cases, its liability shall be limited to any prepayments made by the Client for those services which have been suspended or withdrawn.
3. RIGHTS AND OBLIGATIONS OF THE SUBSCRIBER
3.1 The Client shall pay the Charges when due.
4. THE CHARGES
4.1 The Client shall pay the fees in accordance with the scale of charges set out on the website, or as otherwise notified to the Client prior to Share Data commencing the provision of the Services.
4.2 All Charges shall be paid in full within 21 days of invoice, in cleared funds and without set off, deduction or abatement on any grounds. Time shall be of the essence for all payments.
4.3 All charges are quoted inclusive of VAT at the current rate. VAT on the Charges shall be payable by the Client at the same time as the Charges at the rate from time to time prescribed by law and shall be deemed to form part of the Charges.
4.4 Share Data may require payment in advance of providing any of the Services
5. REPRESENTATIONS AND WARRANTIES
5.1 Share Data warrants that it will exercise reasonable skill and care in the provision of the Services.
5.2 All other implied warranties, conditions and terms, be they implied by statute or law or otherwise, are excluded to the fullest extent permitted by law.
6. LIMITATION OF LIABILITY
6.1 The Client acknowledges that Share Data has set its prices, and has agreed to provide the Services in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties.
6.2 Share Data’s maximum aggregate liability, and the Client’s sole remedy in respect of all claims made against Share Data arising out of or in connection with the Services, shall be damages which shall not exceed the amount payable by the Client for the Service by way of fees in accordance with these Terms and Conditions.
6.2 Share Data shall not be liable for any special, indirect or consequential loss suffered by the Client.
6.3 Share Data shall not be liable to the Client for any loss of profits, loss of business, loss of data, loss of contracts, loss of savings, loss of use or any other economic loss.
6.4 Any limitation of liability set out in these Terms and Conditions shall not apply either so as to restrict or limit Share Data’s liability for death or personal injury caused by its negligence, or where to do so would be contrary to any applicable law.
6.5 Share Data shall have no liability to the Client for claims which are made by the Client more than two years after the provision of the Services.
6.6 Share Data shall have no liability to the Client for claims which are made by the Client more than two years after the provision of the Services.
7.1 The Client shall indemnify Share Data in full, and shall keep Share Data fully indemnified on a continuing basis, against all loss, damage, claims, costs and expenses (including all legal expenses on a full indemnity basis) suffered by Share Data arising out of, or in connection any actions by the Client which result in loss or damage to Share Data.
8.1 The parties shall keep the Confidential Information confidential unless;
8.1.1 the Confidential Information was already lawfully known or became lawfully known to either of the parties independently
8.1.2 the Confidential Information is in or comes into, the public domain, other than due to wrongful use or disclosure by Share Data or the Client
8.1.3 disclosure or use of the Confidential Information is necessary to carry out the Services
8.1.4 disclosure is required by law to any government, government department, agency, regulatory or fiscal body or authority and their authorised agents and professional advisers.
8.2 Share Data and the Client shall ensure that their employees, agents and sub-contractors comply with this clause 8. If required, Share Data and the Client shall ensure that employees, agents, and sub-contractors of each enter into a confidentiality undertaking in a mutually acceptable form.
8.3 The obligations in this clause will continue without limit in time but will not apply in the circumstances described in clauses 8.1(a) and (d).
9.1 Without prejudice to its rights under clause 9.2, Share Data may immediately suspend all or any part of the provision of the Services if the Client fails to pay any of the Charges on the due date. Further, Share Data may terminate its provision of the Services if, 7 (seven) days after having sent the Client a Demand to pay all sums outstanding, no payment has been made
9.2 The agreement between the Client and Share Data which incorporates these Terms and Conditions may be terminated by either party forthwith on notice in writing to the other party if:
9.2.1 the other party commits a material breach of any term of any agreement incorporating these Terms and Conditions (other than one falling under clause 9.1 above) and (in the case of a remediable breach) fails to remedy the breach within fourteen days of a written request by the non-breaching Party to do so
9.2.2 a resolution is passed or an order is made for the winding up of the other (other than for the purpose of solvent amalgamation or reconstruction) or the Client becomes subject to an administration order or a receiver or administrative receiver is appointed or an encumbrancer takes possession of any of the other property or the Client suffers any analogous process under any foreign law.
10. CONSEQUENCES OF TERMINATION
10.1 Any termination of the Services in accordance with these terms and Conditions for any reason shall not affect the rights or obligations accruing or accrued to either party prior to its termination.
10.2 Upon the termination of the Services, in accordance with these terms and Conditions for whatever reason;
10.2.1 the provision of the Services shall terminate automatically
10.2.2 the Client shall immediately pay all outstanding Charges to Share Data.
11. FORCE MAJEURE
11.1 Neither party shall be liable to the other for any abatement of Charges, delay or non-performance of its obligations under any agreement which incorporates these Terms and Conditions arising from any cause or causes beyond its reasonable control (a “Force Majeure Event”) including, without limitation;
11.1.1 a flood, storm, or other natural disasters; or
11.1.2 any war, hostilities, revolution, riot or civil disorder; or
11.1.3 any destruction, breakdown (permanent or temporary) or malfunction of, damage to, any premises, plant, equipment or materials (including any computer hardware or software or any records) belonging to Share Data; or
11.1.4 the introduction of, or any amendment to, any law or regulation which has or is likely to have a significant and detrimental impact on the business of Share Data, or
11.1.5 any action taken by a governmental or public authority or any agency of the European Economic Community, including any failure to or delay in granting a consent, exemption or clearance, which has or is likely to have a significant and detrimental impact on the business of Share Data, or
11.1.6 any breach of contract or default by, or insolvency of, a third party, excluding an agent or sub-contractor of the party relying on the relief and a company in the same group as the party relying on the relief which may be proded by this clause.
11.2. The party relying on the Force Majeure Event shall;
11.2.1 give notice in writing of the Force Majeure Event to the other party as soon as reasonably possible, stating the commencement and extent of the Force Majeure Event, the cause thereof and its’ estimated duration
11.2.2 use all reasonable endeavours to mitigate the effects of the Force Majeure Event upon the performance of its’ obligations under any agreement incorporating these Terms and Conditions
11.2.3 resume performance of its’ obligations as soon as reasonably possible after the termination of the Force Majeure Event.
12.1 A party to any agreement incorporating these Terms and Conditions may only assign or otherwise transfer any of its rights or obligations under that Agreement in whole or in part with the prior written consent of the other.
13.1 No forbearance, delay or granting of time by either party in or before enforcing any agreement incorporating these Terms and Conditions shall operate as a waiver of that party’s rights under any agreement incorporating these Terms and Conditions, nor shall it operate to bar the enforcement or exercise of that party’s rights under that Agreement.
13.2 Nothing in any agreement incorporating these Terms and Conditions shall constitute or be construed as constituting or establishing any partnership, joint venture or agency relationship between the parties for any purpose.
13.3 The illegality, invalidity or unenforceability of any term or terms, conditions or provisions of any agreement incorporating these Terms and Conditions shall not affect the legality, validity or enforceability or the remaining terms, conditions or provisions. If any term or terms, conditions or provisions are found by any competent court, arbitrator or authority to be illegal, invalid or unenforceable, the parties agree that they will substitute provisions in a form as similar to the offending provisions as is possible without rendering them illegal, invalid or unenforceable.
13.4 The Client shall have no authority to bind Share Data in any way.
13.5 Save in respect of the Client’s obligations under clause 4 above, time shall not be of the essence for any agreement incorporating these Terms and Conditions.
13.7 The rights and remedies of each party under any agreement incorporating these Terms and Conditions are cumulative and shall not operate to exclude any rights or remedies provided by law or otherwise.
14.1 A notice to a party served pursuant to any agreement incorporating these Terms and Conditions shall be sent by hand or by first class pre-paid post (or airmail if sent internationally) or fax.
14.2 A notice shall be sent to the address of a party as set out in any agreement incorporating these Terms and Conditions. However, if the party has notified the serving party in writing of another address for the service of notices under any agreement incorporating these Terms and Conditions, the notice shall be sent to that address.
14.3 A notice posted in Great Britain to an address in Great Britain is deemed to have been served on the second business day following its posting. A notice posted in one country to an address in another country is deemed to have been served on the tenth business day following its posting.
14.4 Clause 14.3 does not apply to a notice if there is a national or local suspension, curtailment or disruption of postal services which affects the collection of the notice or is such that the notice cannot be reasonably expected to be delivered within two business days after the next collection.
14.5 Subject to Clause 14.6, a notice sent by fax is deemed to have been served;
14.5.1 on the date of the dispatch, if dispatched on a business day before 3.00 p.m. in the country of the recipient subject to a transmission report confirming dispatch; or
14.5.2 in any other case, on the business day after the day of dispatch.
14.6 Clause 14.5 does not apply;
14.6.1 if before the time at which the notice would otherwise be deemed to have been served, the receiving party informs the sending party that the notice has been received in a form which is unclear in a material respect; and
14.6.2 if the receiving party does so by telephone, it must dispatch a confirmatory fax within two hours.
14.7 A party shall not attempt to prevent or delay the service on it of a notice under any agreement incorporating these Terms and Conditions.
14.8 In this Clause 14;
14.8.1 ‘address’ includes a fax number
14.8.2 ‘ notice’ includes any demand, consent or other communication
14.8.3 “Business Day” means a day on which banks are open in the city or other location to which the notice is sent.
15. ENTIRE AGREEMENT
15.1 Any agreement incorporating these Terms and Conditions, constitutes the entire understanding between the parties with respect to the subject matter of that agreement, and there are no conditions, warranties, terms, representations, collateral contract, promises or other obligations whether written, oral or implied other than those contained expressly in that agreement.
15.2 Nothing in this clause 15 shall operate to limit the liability of either party for fraud.
16. LAW AND JURISDICTION
16.1 Any agreement incorporating these Terms and Conditions is governed by and shall be construed in accordance with the laws of England and Wales.
16.2 The Courts of England and Wales shall have exclusive jurisdiction in respect of any disputes which may arise out of or in connection with any agreement incorporating these Terms and Conditions.