Effective from: 20/10/2023
1. Contract Formation
1.1 The terms on which we will make available the Platform are captured in writing on an Order Form.
1.2 By signing an Order Form, you are making an offer to access our Platform on these Terms. Our signing of an Order Form, sending of a confirmation email or making our Platform available to you in accordance with the Order Form (whichever is earlier), is acceptance of your offer and creates a binding contract consisting of the Order Form and these Terms (a Contract).
1.3 Unless we agree otherwise in writing, no other terms and conditions, including your own terms, the terms referenced in any purchase order you send, or any implied terms, will apply to a Contract.
2. Definitions and Interpretation
2.1 In these Terms, the following definitions apply:
Affiliates: any entity controlled by a party or under a party’s common control, where “control” means direct or indirect ownership, in an entity of 50% or more of the voting rights conferred by all the issued shares or equity interests in the capital of that entity; or the power to determine directly or indirectly the composition of the majority of the board of directors, similar management body or direct the management of such entity;
Applicable Price Index Rate: (i) where the contracting Ascential entity as identified on the Order Form is a member of Ascential Americas, the percentage change over the preceding 12 months in the Consumer Price Index, all Urban Customers, United States, All Items rate, as published by the U.S. Bureau of Labor Statistics; and (ii) where the Ascential entity as identified on the Order Form is a member of Ascential Europe – APAC, the UK “Retail Price Index (RPI) All Items: Percentage change over 12 months” monthly rate published by the Office for National Statistics;
Confidential Information: any information, disclosed by a party to the other party, in relation to a Contract, which is designated as confidential, commercially sensitive, or confidential or is manifestly of a confidential nature;
Content: the content described in an Order Form, which may include content and reports accessed or made available to you on our Platform together with content sent to you directly;
Customer Data: has the meaning given in clause 9.3;
Intellectual Property Rights: patents, copyright and related rights, moral rights, trade marks, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Platform: the website made available to you at TwentyFold.com or such other address notified to you from time to time;
Users: your employees and individual contractors (i.e. natural persons);
we, us, our: the member of the Ascential group of companies identified on the Order Form;
you, your: the client identified on the Order Form.
2.2 Words in the singular include the plural and words in the plural include the singular. Clause headings shall not affect the interpretation of these Terms. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it. Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party's other rights and remedies. Any phrase introduced by the words including or includes shall be construed as illustrative and shall not limit the generality of the related general words.
3. Term, Autorenewal, and Termination
3.1 A Contract starts on the Start Date specified in the Order Form (the Start Date) and will continue for the term identified in the Order Form, and then will automatically extend for further 12 month periods on expiry of that term and each subsequent anniversary of the expiry of that term unless a party provides at least 90 days’ written notice to the other that it does not want the Contract to automatically extend.
3.2 A party may immediately terminate a Contract by giving the other party written notice if the other party materially or repeatedly breaches the terms of that Contract, and, where the breach is capable of remedy, fails to remedy such breach within 10 days of receiving written notice requesting remedy of the breach.
3.3 A party may immediately terminate a Contract if the other party cannot pay its debts as they fall due, has a petition for winding up or an administration order presented against it or passes a resolution for winding up or calls any meeting of its creditors or proposes to make any arrangement with its creditors, has a receiver (administrative or otherwise) or an administrator appointed over all or any part of its business or assets, or goes into liquidation or any event having a similar effect to any of the foregoing applies to a party under the laws of any jurisdiction.
3.4 Neither party is entitled to terminate, delay, suspend or vary a Contract other than in accordance with these Terms.
3.5 We may, at our sole discretion, terminate this Agreement and/or suspend your access to the Platform at any time, with or without cause, and without prior notice or liability. In the case of termination pursuant to this clause we will provide a pro-rata refund of fees already paid in respect of any period following such termination.
4. Fees and Payment
4.1 Unless otherwise agreed in writing as part of a Contract, we may invoice you in full and in advance.
4.2 You must pay each undisputed invoice by the date agreed in the Order Form or if no such date has been agreed, within 30 days of the date of the invoice.
4.3 You are not entitled to set-off any amount we owe you against any amount you owe us.
4.4 A party may charge the other interest on any late payments. Interest accrues each day from the original due date for payment until the actual date the overdue amount is paid at a rate equal to the lesser of 1.0% per month and the maximum rate permitted by applicable law.
4.5 You must reimburse us for any reasonable costs and expenses we incur in recovering any late payments from you. On your written request we will provide evidence of such costs and/or expenses.
4.6 We may suspend your access to the Platform and Content if you owe us anything, from 7 days of the date the debt became overdue.
4.7 Amounts payable by you in relation to a Contract are exclusive of VAT, sales, use and any other taxes unless expressly agreed in writing as part of the Contract. If you do not pay such taxes to us you will be responsible for their payment to relevant authorities. We reserve the right to collect taxes and our reasonable costs of collection from you at any time, except with respect to any taxes based on our net income. In certain jurisdictions, we may be required to collect and remit sales tax in connection with your purchase of access to the Platform and Content. Any such taxes will be added to the fees and reflected on your invoice.
4.8 Following the first anniversary of the Start Date, but not more than once in each year of a Contract, we may automatically increase any fees by an amount not exceeding the percentage increase in the then current Applicable Price Index Rate in the preceding year plus 5%.
4.9 If you are acquired by a third party, you agree that we may increase the fees payable under the Contract to reflect actual or potential increased usage of the Platform and/or Content.
5. Access to the Platform
5.1 Your access to and use of the Platform is restricted to your Users. You may not designate any other individuals (including employees and individual contractors of your Affiliates) as Users. You agree not to permit any third-party to access the Platform.
5.2 Your access to and use of the Platform is restricted to: (i) the countries; and (ii) the data download credit allowance set out in the Order Form. You agree not to permit any other use or access.
5.3 Your access to and use of the Platform may be subject to a set-up period during which you may not have access, or may have limited access, to the Platform after commencement of the Contract.
5.4 We will issue passwords to authorise Users to use the Platform. The User must keep the password confidential and must not share or permit access to the Platform by any other person. You must immediately notify us of any User who ceases to be your employee or contractor or who is otherwise no longer to be permitted access to the Platform for whatever reason and such User’s account will be deactivated. You are responsible for ensuring User compliance with the Contract and accept responsibility and liability for the acts and omissions of your Users.
5.5 You must provide us with information, instructions and materials as we require from time to time to enable us to make the Platform available to your Users, including names and email addresses of your Users.
5.6 You must promptly notify us if you believe or become aware of any actual or potential unauthorised access to the Platform or any attempt to disrupt the integrity of the Platform using your systems or any of your User’s login credentials.
5.7 You agree that we and our Affiliates may freely use any data which we learn, acquire or obtain in connection with your access to the Platform and the Content to improve the quality of our and Affiliates' products, services and deliverables.
6. Permitted Use of the Platform and Content
6.1 You and your Users may access and use the Platform and Content (including downloading Content) for your internal business operations only.
6.2 You may incorporate small and insubstantial portions, extracts, abstracts or summaries of the Content into your analysis, presentations and reports (the Reports), for internal distribution, and distribution to your Affiliates, customers and potential customers in the normal course of your business, provided that: a. The Content you include must be incidental to the substance of the Reports; b. The Content must not misrepresent us or our views, or our Affiliates or their views; and c. We are credited in the Report as the source of such Content.
6.3 You may not reproduce any of the images or logos included in the Platform in your Reports.
6.4 You are entirely liable in respect of your Reports and indemnify us against any third party claim relating to such Reports.
6.5 Except as permitted in this Contract, you will not, directly or indirectly: a. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Platform or Content except as permitted by applicable law not capable of exclusions; b. modify, translate, or create derivative works based on the Platform or Content, copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Platform or Content; c. use or access the Content or Platform to build or support, and/or assist a third party in building or supporting, products or services competitive to us, or use (or permit the use of) the Platform or Content to generate any statistical information which is sold or otherwise made available to any third party; d. remove any proprietary notices or labels from the Platform or Content or use our or any third party’s trade names, trade marks or service marks in or on your products; e. use the Platform or Content in any manner that could damage, disable, overburden, impair, obstruct or otherwise interfere with our provision of the Platform, the Content or our business; f. use the Platform to store or transmit computer viruses or other harmful code; g. interfere with or disrupt the integrity or performance of the Platform; h. attempt to gain unauthorised access to the Platform or its related systems or networks; and/or i. use any automated means, including bots, crawlers, or scrapers, to access or collect data from the Platform.
6.6 We may limit or change the Content available on the Platform from time to time in our sole discretion. We may suspend or terminate any aspect of the Platform, introduce new features, set limitations on specific functionalities, or control access to certain sections or the entirety of the Platform.
7.1 The Platform and Content are provided on an “as is” and “as available” basis. Subject to Clause 4, we make no representations or warranties regarding the reliability, availability, timeliness, suitability, accuracy or completeness of the Platform and Content or the results that you may obtain by using them.
7.2 We do not represent or warrant that: a. the operation or use of the Platform or Content will be timely, uninterrupted or error-free; b. any data, information or content obtained through the Platform is accurate, complete or reliable; c. the quality of the Platform or Content will meet your requirements; or d. the Platform or Content will function properly in combination with any third party-services, technology, hardware, software, systems or data.
7.3 You acknowledge that the Platform and Content may be subject to limitations, delays, loss or corruption of information and other problems inherent in the use of electronic communications facilities.
7.4 You are solely responsible for verifying the accuracy, completeness, and suitability of any Content before making any decisions or taking any actions based on such data or information. The Platform does not provide legal, financial, or professional advice. Any content, data, or information provided on the Platform is for general informational purposes only. You should consult with appropriate professionals or experts for specific advice or guidance. Nothing in the Platform or Content will be deemed to constitute: (a) information that specifically addresses any specific person’s investment objectives, financial situation, or the particular needs of any specific person who may receive the Platform or Content; (b) establishing an advisory relationship.
7.5 From time to time, we may: a. temporarily suspend for the purpose of emergency repair, maintenance or improvement, all or part of any Platform or Content without notice; b. temporarily suspend all or part of any Platform or Content for scheduled support and maintenance by providing notifications and giving reasonable notice of such suspensions; c. suspend all or part of any Platform or Content without notice if you have breached the Contract. 7.6 We are not responsible for the content of websites linked from the Platform. The inclusion of such links should not be construed as an endorsement by us of those linked websites. We shall not be liable for any loss or damage that may result from your use of any linked websites.
8. Intellectual property
8.1 No Intellectual Property Rights transfer to you or any User under the Contract.
8.2 The materials presented, published, or accessible through the Platform (including the Content), are protected by copyright and/or other intellectual property laws. You agree to adhere to all copyright notices, trademark regulations, information, and restrictions embedded in any Content. Save as expressly stated in this Contract, you are prohibited from using, copying, reproducing, adapting, modifying, translating, publishing, broadcasting, transmitting, distributing, performing, uploading, displaying, licensing, selling, or exploiting in any manner any Content that is not owned by you and that infringes upon the rights of others, including Us.
8.3 We do not claim ownership of anything you post, upload, share, store, integrate with or otherwise provide by you through the Platform (Customer Data). Some Customer Data (such as profile data or company information you submit) is viewable by third parties who access the Platform. You grant us a worldwide, royalty-free, perpetual, sublicenseable and irrevocable licence to distribute, translate, modify, display, aggregate, reproduce and otherwise use and exploit the Customer Data as needed to provide the Platform including to provide, develop, and improve our products and services. You shall not include any sensitive personal information in any Customer Data provided to the Platform.
9. Compliance with applicable laws
9.2 Each party warrants that it will: a. comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption; b. put in place, comply with and maintain codes of conduct and anti-bribery and anti-corruption policies as are appropriate to meet its statutory responsibilities in this regard; and c. promptly notify the other party of any request or demand for any undue financial or other advantage of any kind received by it in connection with a Contract.
9.3 We are part of an enlarged corporate group which pledges to trade legally and respect all laws including the Trade Sanctions imposed by UK, EU and US Governments. We operate a group-wide sanctions policy which means that we cannot receive consideration from individuals or organisations based or residing in, or connected with, a country or organisation which is subject to UK, EU or US Government sanctions. We may refuse to provide access to the Platform and Content to any such person or organisation for any reason.
9.4 Breach by either party of clause 9.2 or any event under clause 9.3 will be a material breach of a Contract for the purposes of clause 3.2.
10. Consequences of expiry or termination
10.1 On termination of a Contract anything you owe us in relation to the Contract will become due immediately. We may recover from you any costs we incur in collecting overdue monies from you.
10.2 Termination or expiration of a Contract, or any part thereof, will not affect the continuance in force of any provision of the Contract or the relevant constituent part which is expressly or by implication intended to survive termination.
11.1 Nothing in a Contract will operate to exclude or limit a party’s liability for death or personal bodily injury caused by its or its employees or contractors’ negligence, or for any fraudulent misrepresentation by any of the foregoing or for any other liability which cannot be excluded or restricted by law, for breach of applicable laws or for any breach by you of the usage restrictions in respect of the Platform or Content (including those set out in clauses 5 and 6 above).
11.2 Subject to clause 12.1: a. neither party will be liable to the other for any of the following types of losses, damages, or expenses of any kind arising out of or in connection with that Contract: (i) consequential; (ii) indirect; (iii) special; (iv) lost profits*; (v) lost revenue*; (vi) lost sales*; (vii) anticipated savings; (viii) losses, damages, or expenses arising from loss of data; (ix) lost or wasted investment. *Excludes the fees for Platform agreed upon in an Order Form b. except for any liability under the indemnity in clause 12.5, each party’s total aggregate liability to the other arising out of or in connection with a Contract will be limited to two times the amount paid and payable pursuant to the Contract; and c. neither party will have any liability to the other party for any failure or delay in performing an obligation under a Contract because of any event beyond that party’s or its subcontractors’ reasonable control. 11.3 You are not entitled to rely on the exclusions of liability in this clause to relieve you from liability to pay monies payable to us. 11.4 Each party acknowledges that in entering into a Contract it has not relied on, and will have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in the Contract. 11.5 You will defend and indemnify us from any third-party claims, costs, reasonable attorneys’ fees, damages, or other liabilities that arise out of your use or disclosure of the Platform or Content other than in accordance with the terms of the Contract.
12.1 Each party shall: a. keep the Confidential Information confidential and not disclose it to any third party; and b. only use Confidential Information in relation to the Contract, unless otherwise permitted by these Terms.
12.2 The commitments in clause 12.1 above do not apply to any Confidential Information which was: a. publicly available before the Start Date or subsequently becomes publicly available through no failure to comply with the Contract; b. already known to a party or is subsequently legitimately disclosed to a party by a third party without legal restriction; or c. developed independently by a party without use of or reliance on the Confidential Information received under the Contract.
12.3 A party may disclose the Confidential Information: a. to its Affiliates, agents, contractors and suppliers, provided that: (i) those third parties have entered into non-disclosure agreements no less onerous than as set out in these Terms; and (ii) the party disclosing Confidential Information to those third parties ensures and is liable for their compliance with these Terms; and b. where and to the extent required by applicable law, provided prompt written notice of that requirement is given to the original discloser (where such notice is lawful).
12.4 All Confidential Information disclosed by a party or its Affiliates remains the property of the discloser. Each party must return or, if clearly instructed by the other party, destroy that received Confidential Information remaining in its or its Affiliates' possession or control, within thirty (30) days of written request from the other party. Confidential Information may be retained to the limited extent required as part of securely-held confidential records to be used only to determine and/or comply with legal obligations (including secure electronic backups of these records, which may only be used to replace the permitted records if lost or corrupted).
13.1 The terms and provisions of this Contract are intended solely for the benefit of each party hereto and their respective successors and permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person.
13.2 The documents comprising the Contract contain the entire agreement and understanding between the parties relating to the subject matter of the Contract and supersede all prior agreements, understandings or arrangements (both written and oral) relating to the subject matter of the Contract.
13.3 In the event of conflict or inconsistency between the Order Form and these Terms, the wording of the Order Form shall prevail.
13.4 You represent and warrant that the person executing this Contract has the authority to bind you to the terms hereof.
13.5 Notices required under Contract will be sent by email to the relevant party’s address on the Order Form or as otherwise agreed in writing for such purpose. Notice by email is deemed effective three hours from transmission. The parties acknowledge and agree that our communication may be electronic, and that any communications sent electronically comply with any legal or contractual requirement that such communication be made in writing.
13.6 We may assign, sub-license or otherwise transfer to any Affiliate the benefit of any of our rights under the Contract upon reasonable prior written notice. We may sub-contract our performance of any obligation under a Contract to any third party without notice. This will not affect our performance obligations, nor liability to you in relation to the Contract. We will be responsible for any violation of our obligations hereunder by any such sub-contractor. Otherwise, neither party may assign, sub-license, subcontract or otherwise transfer to any third party any of its rights or obligations under the Contract without the other party’s prior written consent.
13.7 If any provision of the Contract is held to be invalid or unenforceable, that portion will be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remainder of the Contract will remain valid and enforceable.
13.8 The Contract will not create, nor will it be construed as creating, any partnership or agency relationship between the parties.
13.9 Nothing in a Contract will require either party to do or omit to do anything which would contravene any applicable laws or government regulations.
13.10 You agree that we are permitted to reference you as a client in our marketing materials unless you notify us in writing otherwise.
13.11 We may update these Terms any time without prior notice. We will post any changes on the Platform. It is the user’s responsibility to ensure they review these Terms regularly to familiarise themselves with any changes. Continued use of the Platform shall constitute acceptance of the new terms and conditions.
14 Law and Jurisdiction
14.1 Where the Ascential contracting entity (as identified on the relevant Order Form) is not domiciled in the United States: a. the Contract will be governed by and construed with the laws of England and Wales; and b. the courts of England and Wales will be the exclusive venue for all disputes between the parties arising out of or in connection with this Contract and the parties hereby submit to the personal jurisdiction of, and waive any objections to venue in, such courts.
14.2 Where the Ascential contracting entity (as identified on the relevant Order Form) is domiciled in the United States: a. the Contract will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules; b. the state and federal courts located in the City of New York, Borough of Manhattan, New York, will be the exclusive venue for any and all disputes between the parties arising out of or in connection with the Contract and the parties hereby submit to the personal jurisdiction of, and waive any objections to venue in, such courts; and c. EACH PARTY HERETO HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY DISPUTE, ACTION, OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT TO THE MAXIMUM EXTENT PERMITTED BY LAW.
LAST UPDATED: OCTOBER 2023