Terms & Conditions

These Terms govern the User’s use of this website (the “Website”). Capitalised terms used in these Terms have the meanings specified in Clause 1.1 below unless
otherwise defined.

1. Definitions

1.1. In this Agreement the following terms shall have the following definitions:

1.2. In these Terms (except where the context otherwise requires):

1.2.1. References to the words “includes” or “including” will be construed without
limitation to the generality of preceding words;

1.2.2. Words or phrases importing the singular include the plural and vice versa; and

1.2.3. A company is a “Subsidiary” of another company, its “Holding Company”, if
that other company holds directly or indirectly 50% or more of the voting rights in the company and/or exercises effective control over it.

2. Rights Granted to the User

2.1. Subject to the other provisions of the Agreement, in consideration of the User abiding by the terms of this Agreement, CPAL: (i) agrees to provide the Website to
the User on a non-exclusive basis; and (ii) grants to the User a limited, non- exclusive, revocable, personal, and non-transferable licence during the Term to use
the Information in accordance with the terms of this Agreement.

2.2. On submission of an application to CPAL using the Registration Form and/or on each occasion a User accesses the Website, the User agrees to be bound by these
Terms.

2.3. The User acknowledges and agrees that the CPAL Group has exclusive and
valuable property rights in and to their own Information, and such Information
constitutes valuable confidential information, trade secrets and/or proprietary rights of the CPAL Group.

3. Restrictions on Use by the User

3.1. Unless specifically agreed with CPAL in writing or where permission is expressly stated on the Website to undertake one or more of the actions below, the User shall not, and (if the User is an undertaking) shall not permit any of its employees to:

3.1.1. copy, modify, reverse engineer, reverse assemble or reverse compile the
Information;

3.1.2. archive the Information, manipulate the information in any way or create
Derived Information from the Information;

3.1.3. use the Information as a Benchmark or in connection with the determination of a Benchmark or pass the Information to an Administrator in connection with the determination of a Benchmark;

3.1.4. distribute, rent, sell, retransmit, redistribute, release, license, communicate
(orally, in writing, electronically or otherwise) or otherwise furnish, or permit to be
communicated, redistributed or otherwise furnished, in any format, the Information or Derived Information to any third party except for the employees or agents of the company included on the Registration Form;

3.1.5. allow any third party to take, directly or indirectly, any of the Information from the User;

3.1.6. allow any third party to access the Information through the use of the user IDs and passwords allocated to User in connection with this Agreement;

3.1.7. whilst the Information is confidential information, use (or permit to be used) the Information, or any part of it, as the basis for settlement of a contract on an
exchange or other trading platform which is not operated by CPAL or its Affiliates;

3.1.8. whilst the Information is confidential information, use (or permit to be used) the Information, or any part of it, in any other manner which is or may be directly or indirectly competitive with the operations of CPAL or its Affiliates;

3.1.9. permit access to, distribute, sub-licence or publish the Information or Trade
Marks to any third party;

3.1.10 use the Information for any illegal purpose; 

3.1.11 use an API (or equivalent automated mechanism) to scrape or otherwise
download Information from the Website.

3.2. The User shall adopt and enforce any policy that is reasonably necessary to
prevent any of the events specified in clause 3.1 from occurring.

3.3. The User shall access and use the Information exclusively for own internal
business activities of the company detailed in the Registration Form (including the
activities of User’s Affiliates).

3.4. The User shall use best efforts to ensure that it maintains sole control and
possession of, and sole access to, the Information, and abide by any other
limitations on use of the Information that CPAL may specify.

3.5. The User’s access to and use of the Information may be monitored by CPAL for
its own purposes.

4. Data Policy

4.1 User information will be stored and used in compliance with CPAL's Privacy
Policy that can be accessed here.

5. Term and Termination

5.1. This Agreement shall take effect on the Commencement Date and continues
automatically on a monthly basis until terminated by either Party in accordance with this Agreement (the period from and including the Commencement Date to and including the date of Termination being the “Term”).

5.2. Subject to Clause 5.1 above, this Agreement is ongoing on a monthly basis and
continues until terminated by:

5.2.1. CPAL; or

5.2.2. the User.

5.3. Notwithstanding anything else contained in this Agreement, CPAL may suspend the performance of or terminate this Agreement and the User’s licence to use the Information immediately at CPAL’s discretion.

5.4. Following the termination of the Agreement, the User shall, if requested to do so by CPAL:

5.4.1. Either: (i) return to CPAL, or (ii) destroy, all copies (whether in hard copy or
electronic form) of the Information and other materials related thereto then in User’s possession or under User’s control, without keeping any copy or transcript thereof, except for any automated back-ups;

5.4.2. Permanently remove the Information and any other materials related thereto from any and all Devices upon which such materials are installed, except for any automated back-ups; and

5.4.3. Certify to CPAL in writing that User has fully complied with the two
requirements specified in Clauses 5.4.1 and 5.4.2 above.

5.5. Termination of this Agreement shall not affect the accrued rights and/or liabilities of the Parties arising out of this Agreement as at the date of termination and all clauses which are expressed to survive this Agreement or which by implication, shall remain in full force and effect.

6. Reporting

6.1. Upon request in writing from CPAL, User agrees to furnish promptly to CPAL any information or report that it reasonably requests and that is reasonably related to access to the Information and use of the Information by the User.

7. Changes to the Information, Website and/or the Agreement

7.1. CPAL may, in its sole discretion, with or without cause or prior notice to User,
alter, vary or replace the Information or the Website or temporarily or permanently cease to make the Information available or suspend, terminate or restrict User’s access to the Information. This includes a right to undertake maintenance and software reliability works without prior notice to the User. During such periods Users will not be able to, amongst other things, process subscription changes including cancellations and amendments to product and user requirements.

7.2. CPAL reserves the right to update or amend this Agreement or any part of it as a consequence of new policies or the introduction of new services or for any other
reason. The User will be deemed to have accepted the proposed changes unless the
User notifies CPAL. If the User does not accept the new Terms & Conditions it shall be entitled to terminate this Agreement by written notice to CPAL to take effect from the date such new Terms & Conditions take effect.

8. User’s Covenants, Representations and Warranties

8.1. The User warrants and represents that:

8.1.1. all information provided by it to CPAL as required by the Registration Form is true, accurate and complete information and agrees to notify CPAL within 10
business days should any such information change; and

8.1.2. User does not and does not intend to engage in the business of distributing
the Information.

9. Limitations on Liability

9.1. The User acknowledges and agrees that:

9.1.1. the Information is provided on an “as is” basis and that all statements and
representations (other than fraudulent misrepresentation) warranties, terms,
limitations, including any implied by statute, consumer law or otherwise, are hereby excluded to the maximum extent permissible by law;

9.1.2. the provision of Information is made with equipment, communications,
devices, and/or leased lines not owned or operated solely by CPAL;

9.1.3. CPAL will not be liable to the User or any other person for any delay,
inaccuracy, error or omission of any kind in the Information or for any resulting
Losses;

9.1.4. CPAL will not be liable to the User or any other person for any Losses suffered or incurred by the User or any other person arising from any unauthorised access to the Information or any other misuse of the Information;

9.1.5. to the maximum extent permissible by law, CPAL will not be liable in contract, tort (including negligence and breach of a statutory duty) or otherwise to the User, or to other persons directly or indirectly making use of the Information, for any direct, indirect or consequential loss, damage, loss of profit, business revenue, goodwill or other injury, cost or expense arising in any way out of access to, provision or use of the Information;

9.1.6. CPAL shall not be responsible or liable for the operation, performance or
reliability of any hardware, software, telephone lines or other equipment required to access the Website which is owned or operated by the User.

9.2. The User indemnifies CPAL and their respective directors, officers, employees
and agents against all Losses suffered or incurred by CPAL, its Affiliates or their
licensors in connection with:

9.2.1. any breach of this Agreement by the User or any act or omission on the part of the User in contravention of this Agreement;

9.2.2. the infringement (or alleged infringement) of CPAL’s Intellectual Property
Rights in the Information arising from the access or use of the Information by the
User other than as permitted by this Agreement.

9.3. This clause 9 shall survive termination of the Agreement for whatever reason.

10. Intellectual Property Rights

10.1. The Intellectual Property Rights in the Information shall be and remain vested in CPAL or its licensors. The User acknowledges CPAL’s and its licensor's ownership of the Information and agrees that neither receipt of the Information by the User nor use of the Information by the User has any effect on the Intellectual Property Rights of CPAL and its licensors.

10.2. This Agreement does not involve the transfer of any Intellectual Property
Rights owned by or licensed to CPAL.

10.3. Unless specifically authorised by CPAL in writing, the User shall not use or
register any trade mark which is identical or similar to any trade mark, whether
registered or unregistered, of CPAL or Affiliates.

10.4. This Clause 10 shall survive termination of the Agreement for whatever reason.

11. General

11.1. CPAL will not be liable for any delay or failure to meet its obligations under this Agreement due to any cause outside its reasonable control and which is neither an intentional act nor an act of gross negligence by CPAL; such causes shall include governmental order, war, electronic malfunction, act of God or government, flood, fire, act of terrorism, emergency, legal or regulatory requirement

11.2. If any part, term or provision of this Agreement is held illegal, invalid or
unenforceable, the validity or enforceability of the remainder of the Agreement is not affected.

11.3. Headings are for convenience only and do not affect the interpretation of the
Agreement.

11.4. This Agreement constitutes the entire agreement between the Parties with
regard to the subject matter hereof and supersede all proposals, representations or
prior agreements, whether oral or in writing, relating to the receipt and use of the
Information. Each Party acknowledges that it has not, in agreeing to enter into this
Agreement, relied on any representation, warranty or undertaking not expressly
incorporated in it. Each Party waives all rights and remedies which, but for this
Clause 11.4, might otherwise be available to it in respect of any such representation, warranty or undertaking, provided that nothing in this clause shall exclude any liability for fraud.

11.5. The User may not assign any right or obligation of this Agreement without the
prior written consent of CPAL.

11.6. All notices relating to this Agreement will be sent by registered email to the
addresses specified on this Website and / or the Registration Form (as applicable)
(CPAL may notify the User of a change in its address by posting such address on
this Website). Notices will be deemed to be received on proof of delivery.

11.7. Nothing in this Agreement shall be deemed to constitute a partnership between the Parties nor constitute either Party the agent or employee of the other for any purpose.

11.8. A person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

12. Governing Law and Jurisdiction

12.1. This Agreement shall be governed by the laws of England and Wales and the
parties shall submit to the exclusive jurisdiction of the courts of England and Wales.