Terms & Conditions

Please read these Terms carefully before agreeing an Access Request or accessing the Platform. These Terms detail who Tellimer is, how Tellimer provides the Content, how the parties may change or end the Agreement, what to do if there is a problem and other important information. Your use of the Platform is subject to these terms. Should you not agree to all of these Terms, do not use the Platform or make an Access Request.

These terms of use set out how Tellimer provides services to its clients, including you (our “Client”) (the “parties”) are bound by the Agreement. In these Terms capitalised words have the meanings set out in clause 24.

1. GENERAL

1.1. Tellimer owns and operates the Platform which allows the Client to access and view the Content in accordance with these Terms and the Client’s subscription model detailed in any Access Requests.

1.2. Each party, and in the case of Tellimer and an Institutional Client, their Affiliates, may enter into Access Requests which are governed by these Terms. In the case of an Affiliate who has entered into an Access Request, references in the Agreement to “Tellimer” refer to Tellimer’s Affiliate, and references to “Client” refer to Client’s Affiliate and “parties” shall be construed accordingly.

2. IMPORTANT TERMS

2.1. While all these Terms are important, the Client should pay particular attention to:

2.1.1. how the Client may use the Service as set out in clause 8 (Usage Permissions and Restrictions);

2.1.2. Tellimer’s rights to use Usage Data set out in clause 12 (Intellectual property);

2.1.3. when an Access Request may be terminated and when the Client is and is not entitled to a refund in the event of termination and the consequences of such termination as set out in clause 15 (Termination and Consequences of Termination);

2.1.4. the disclaimers set out in clause 19 (Disclaimers); and

2.1.5. Tellimer’s liability to the Client set out in clause 21 (Limitation of Liability).

3. AGREEMENT FORMATION PROCESS

3.1. This Agreement commences upon the earlier of: (a) the Commencement Date of an Access Request; or (b) the Client pressing or ticking the relevant button to accept the Terms and/or Platform Terms of Use that appear when on-boarding onto the Platform (the “Start Date”). By doing so, Client shall be deemed to have read, understood and agreed to the Agreement.

3.2. Any amendment to these Terms shall be deemed to apply to all future Access Requests entered into on or after the date of such amendment but unless otherwise stated shall not vary or affect any Access Requests entered into prior to the date of such amendment. A copy of the current version of these Terms can be found at https://www.tellimer.com.

3.3. If there is any conflict among any provisions of the Agreement, the descending order of precedence will be (unless expressly stated otherwise for any particular terms): (i) the Access Requests; (ii) these Terms; and (iii) the Platform Terms of Use. In the event of any conflict between the Access Requests, the most recently agreed Access Request will prevail.

3.4. The Agreement may be varied only by a written amendment agreed by both parties or by way of an Access Request.

4. TERM

4.1. Subject to clause 15, the Agreement commences on the Start Date and will remain in force during the term of Service.

4.2. In respect of Insights-Pro and Premium Content, unless otherwise stated in an Access Request, the term of Service (and any permission granted) is one year from the Commencement Date and will automatically renew for additional periods of one year, unless one party gives the other not less than thirty (30) days’ prior written notice to terminate at the end of the then-current term of the Access Request.

5. FEES

5.1. Fees for access to Insights (if applicable) shall be paid monthly.

5.2. For access to Insights-Pro and Premium Content:

  • 5.2.1 Client shall pay the Fees within thirty (30) days of the date of the invoice and without set-off, counterclaim or deduction. Any amounts due to Tellimer which are not paid by the due date will attract interest at the rate of 4% per annum above the base rate of the Bank of England.

  • 5.2.2 The Fees invoiced are exclusive of taxes, and Client shall also pay applicable taxes and duties (including withholding taxes, value added tax, or other taxes but excluding income taxes imposed on Tellimer). Client shall provide to Tellimer written evidence of any withholding tax paid by Client or any tax exemption on which Client wishes to rely. If Client is obliged to withhold or deduct any portion of the Fees, then Tellimer shall be entitled to receive from Client such amounts as will ensure that the net receipt, after tax and duties, to Tellimer in respect of the Fees is the same as it would have been had the payment not been subject to the tax or duties.

  • 5.2.3 Tellimer may adjust the basis for calculating the Fees for the following renewal term for the Service by providing Client not less than forty-five (45) days’ written notice prior to the end of the then current term of Service. The Fees will be payable, as adjusted, during the next renewal term of Service. Notwithstanding the foregoing, the Fees for each renewal term will be automatically subject to adjustment in line with the Retail Price Index figure published by the United Kingdom’s Office for National Statistics (https://www.ons.gov.uk/) in the calendar month preceding the commencement of such renewal term.

5.3. Access to the Service is limited to the scope set out in the Access Requests and these Terms. If the Client’s scope of access exceeds the limits set out in the Access Requests or these Terms, Tellimer shall be entitled to immediately adjust the Fees (on a retroactive basis, if required) using the rates set out in the Access Request or, if there are none, at the then current Tellimer pricing.

5.4. If requested, Client shall provide specific acknowledgments to Tellimer in order to confirm Client’s actual scope of access to any part of the Service. Tellimer may adjust the total Fees payable for a Service if the scope of access to the Service disclosed in the acknowledgement exceeds the limits set out in the Access Request or these Terms.

5.5. Subject to clause 15.8, in respect of Third Party Content, any Premium Content Fee shall be non-refundable in the event that Content Provider ceases the Client’s rights to access the relevant Premium Content.

6. SUBSCRIPTION MODEL

6.1. Tellimer offers Clients either: (a) the Insights Subscription (b) the Insights-Pro Subscription and/or (c) Additional Premium Content as set out in an Access Request.

6.2. Some services may be provided by Tellimer at no or a reduced fee. Tellimer reserves the right to unilaterally change the access rights granted in clause 6.1 upon thirty (30) days written notice, including requiring a Client Access Request to pay a commercially reasonable fee for continued access to any Content. In such an event, the Client is not obliged to continue with the Service and may terminate the same at any time upon giving written notice to Tellimer.

7. COMPLIANCE WITH APPLICABLE LAWS

7.1. Tellimer shall provide the Service to Client using reasonable skill and care. Tellimer shall provide, and Client shall use, the Service in accordance with: (a) the Agreement; and (b) applicable laws and regulations. If the Access Request states that Client is permitted to provide an Affiliate with access to any part of the Service, Client shall be liable for ensuring that such Affiliate complies with all provisions of the Agreement applicable to Client as if they were its own.

7.2. Client shall not obtain, retain, use, or provide access to the Service to an Affiliate or any third party in a manner that may breach any applicable laws and regulations for any jurisdiction, including the United Kingdom, the United States of America, and the European Union and its Member States.

8. PERMITTED USE OF THE PLATFORM

8.1. Client shall ensure that its Users use the Service in accordance with these Terms (and any restrictions placed on the Client), and Client shall be responsible for the acts of its Users in relation to the Service.

8.2. Tellimer permits Client to use the Service within its subscription model and the scope of use set out in the Access Requests and these Terms. Any Content or other rights provided with the Service are non-transferable and non-sublicensable by Client.

8.3. Subject to clauses 8.4, 9.1 and 9.2, Client (including its Users) shall not:

  • 8.3.1. copy or modify any part of or create any derivative works from the Services or the Content;
  • 8.3.2. use or provide the Services on a white-labelled basis, or otherwise, for the benefit of any third party;
  • 8.3.3. merge, decompile, disassemble, or reverse-engineer the Platform, the Content or any other portion of the Services (except as expressly permitted by law or regulation);
  • 8.3.4. access (or attempt to gain access) to any Restricted Content
  • 8.3.5. forward any part of the Services to a third party without the prior written consent of Tellimer;
  • 8.3.6. use the Content (including any part of it) in a manner inconsistent with the Agreement; or
  • 8.3.7. delete or alter any copyright, trade mark, other proprietary rights notices or disclaimers from the Content.

8.4. On the condition that Client does not create a Substitute and subject to clause 8.7, Client (including Users) may:

  • 8.4.1. publish online, the original headlines and a link to the Content (contained on the Tellimer Platform) and the first 140 characters of such Content;
  • 8.4.2. subject to clause 8.5, reproduce only summaries of Content.

8.5. In producing a summary, the Client (or Users) must:

  • 8.5.1. not republish or redistribute full Content;
  • 8.5.2. highlight Tellimer, Tellimer Ltd (or the relevant third party) as the author of any Content from which Client has derived a summary by way of the following: “Tellimer reported that”, with a hypertext link from the word “Tellimer” to the original Content published on the Tellimer Platform;
  • 8.5.3. in the case of abstracts, Client must make clear that the abstract has been produced by the Client by stating “this abstract from [Link to article] to the original story published on https://www.tellimer.com”;
  • 8.5.4. ensure that summaries do not in whole or in part form a Substitute for the Services;
  • 8.5.5. not use or create summaries that promote or endorse any product or service; and
  • 8.5.6. reproduce the following disclaimer alongside the summary or abstract: “Distributed by Tellimer Limited only to Eligible Counterparties or Professional Clients (as defined in the FCA Handbook). The information herein does not apply to, and should not be relied upon by, Retail Clients (as defined in the FCA Handbook); neither the FCA’s protection rules nor compensation scheme may be applied”.

8.6. If Tellimer notifies Client that it believes Client (or its Users) is creating, republishing or redistributing summaries outside of the rights granted under this clause 8 the Client’s rights to create summaries or abstracts shall be regarded as having been withdrawn, unless/until Tellimer provides written notice otherwise.

8.7. If Client or its Users use any Content in breach of these Terms, Tellimer shall be permitted to immediately cease providing access to the Platform to the Client and/or the relevant User(s), and Client shall at Tellimer’s option, return or destroy any copies of the Content that its Users have made.

8.8. The rights granted in this clause 8 do not extend to Third Party Content or Web Content.

9. USER RIGHTS

9.1. Users are permitted to use the Platform (and any Content extracted from it in accordance with clause 9.2: (a) in respect of Institutional Clients, when acting in the course of their employment or business for the internal business use of their employer or business only; and (b) in respect of Retail Clients, for their personal use only.

9.2. The restrictions in clause 8.3 shall not apply to the following:

  • 9.2.1. each User may print and/or download one copy of each Content, but may not further reproduce, publish, or distribute such Content; or
  • 9.2.2. if Tellimer provides desktop, mobile, or other applications for download, each User may download a single copy of the Content to their computer or mobile device, provided Users agree to be bound by Tellimer’s end user license agreement for such applications.

10. PROHIBITED USES

10.1. Client and its Users may use the Platform only for lawful purposes. Client shall ensure that it and its Users do not use the Platform:

  • 10.1.1. in any way that violates any applicable law or regulation;
  • 10.1.2. to transmit, or procure the sending of, the Content to those not permitted to receive the Content in accordance with applicable financial services laws and regulations;
  • 10.1.3. to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by Tellimer, may harm Tellimer, its affiliates, or users of the Platform or expose them to liability; or
  • 10.1.4. in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Platform.

10.2. Additionally, Client shall ensure that it and its Users do not:

  • 10.2.1. use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying the Content;
  • 10.2.2. use any manual process to monitor or copy the Content for any other unauthorised purpose without Tellimer’s prior written consent;
  • 10.2.3. introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
  • 10.2.4. attempt to gain unauthorised access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any serer, computer, or database connected to the Platform; or
  • 10.2.5. otherwise attempt to interfere with the proper working of the Platform.

10.3. Users shall use all reasonable endeavours to prevent any unauthorised access to Content and in the event of any such unauthorised access promptly notify Tellimer of the same.

11. THIRD PARTY CONTENT

11.1. The Platform includes content provided by Tellimer Ltd and other Third Parties. The Client acknowledges and agrees that (if required by such Content Provider) access to any Third Party Content will be subject to the agreement and continuing compliance with the relevant Third Party Content Licence.

11.2. Content Providers may impose additional restrictions on usage of their Third Party Content or services and may change them from time to time. Client can view restrictions that Content Providers have supplied to Tellimer via the Platform or as otherwise notified to Client in writing from time to time. Tellimer shall use commercially reasonable efforts to ensure that the Platform or the Service (as relevant) is maintained with the latest policies of each relevant Content Providers. These restrictions are binding on Client in the same way as any other provision in this Agreement.

11.3. Content Providers may have the right to require that Tellimer restricts, suspends or terminates Client’s access to that Third Party Content or Content Provider’s services. If Tellimer takes any such action, it shall: (a) use reasonable efforts to provide Client with notice; and (b) not be liable for any resulting Damages Client may suffer.

11.4. Tellimer may provide a Content Provider with details of Client’s usage of, and any suspected breach of this Agreement relating to, that Third Party Content or services.

12. INTELLECTUAL PROPERTY

12.1. Client acknowledges that, as between the parties, the Intellectual Property Rights in the Service (including the Platform and the Content) are: (a) owned by Tellimer, its Affiliates, Content Providers or any other relevant third party; and (b) hereby reserved to the respective owner, unless specifically granted in the Agreement. Client will not remove or conceal any proprietary rights or disclaimer notice(s) in the Services and will include such notices on any copy it is permitted to make.

12.2. Tellimer hereby grants to the Client a revocable, non-transferable, non-exclusive, royalty-free licence to use the Services, and the related Intellectual Property Rights necessary for use of the Services in accordance with the Agreement, solely for the purpose of the Client itself receiving the benefit of the Services.

12.3. Tellimer shall have the right to collect and retain information about the Client’s and each User’s usage of the Service (including the type of Content accessed) in order to provide its Services, and any suggestion, enhancement request, recommendation, correction or other feedback (“Usage Data”). The Client grants Tellimer and its Affiliates a worldwide, perpetual, irrevocable, royalty-free licence (with a right to grant sub-licences) to use such Usage Data. The Client shall ensure that: (i) the Client is entitled to transfer any Usage Data it transfers to Tellimer so that Tellimer, its subcontractors and any Content Provider may lawfully use, process and transfer the Usage Data in accordance with the Agreement; and (ii) the relevant third parties (including Users) have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable Data Protection Laws.

12.4. Subject to clauses 8.5 and 23.8, other than as necessarily required for the provision of the Services, neither party may use the other party’s name, trade marks or any derivatives of them, except for internal purposes or as required by law or regulation, without the other’s prior written consent.

13. SECURITY

13.1. Where the Service is provided to an individual User, concurrent usage or sharing of the Service is not permitted. However, Client can transfer access to a Service from one User to another by notifying Tellimer. Access to the Service may be subject to using Security Credentials. Such Security Credentials must not be shared. Tellimer may change Security Credentials with notice to Client or Client’s Users. Each party will use reasonable efforts to: (a) scan the Service and its related systems for any code or device which is designed or intended to impair the operation of any computer or database or prevent or hinder access to, or the operation of, any program or data, using detection software generally accepted in the industry; (b) secure its computing environments according to generally accepted industry standards to ensure that the Service cannot be accessed by any unauthorised person or malicious software; and (c) remedy any security breach of which it becomes aware.

14. CHANGES

14.1. Tellimer may perform upgrades or enhancements in relation to the Service but shall be under no obligation to do so. If an upgrade or enhancement will result in an increase to the Fees, Tellimer shall provide Client with at least forty-five (45) days’ prior written notice of such increase. For the avoidance of doubt, the Client shall be under no obligation to accept an upgrade or enhancement which requires additional Fees. Tellimer will notify Client of significant changes to the Service.

15. TERMINATION AND CONSEQUENCES OF TERMINATION

15.1. Tellimer may, with notice, terminate the Service in whole or in part, or modify it or the terms on which it is provided, if all or part of the Service: (a) depends on an agreement between Tellimer or a Tellimer Affiliate and a third party (including Content Providers), and that third party agreement or the third party’s materials or other input is modified or terminated; (b) becomes illegal or contrary to any law, regulation, guideline or request of any regulatory authority; (c) becomes subject to a claim or potential claim that it infringes or violates the rights of any third party; or (d) If Tellimer is required by any third party rights holder to remove Web Content, or receives information that Web Content provided to Client may violate the Relevant Terms, applicable laws or third-party rights.

15.2. Tellimer shall endeavour to provide Client with reasonable prior notice of any such termination or modification but may not be able to do so if the triggering event is under the control of a third party. The effective date of the termination or modification as indicated on Tellimer’s notice is the “Variation Date”. If a partial termination or modification in accordance with this clause 15.1 fundamentally and detrimentally changes the nature of or the rights granted in the Service, Client may terminate the affected Service by providing Tellimer with notice no later than thirty (30) days after the date of Tellimer’s notice. Such Service will then be terminated effective on the Variation Date.

15.3. Tellimer may suspend, upon notice, all or part of a Service and Client’s rights in relation to that Service if: (a) Tellimer has the right to terminate the Service in accordance with clauses 15.4 or 15.5 of these Terms; (b) Tellimer is required to do so by law or regulation or at the request of any relevant regulatory authority; (c) Tellimer is required to do so by a Content Provider affected by an actual or suspected breach of the Agreement or Third Party Content Licence; (d) in order to protect Tellimer’s systems and security and for the purposes of scheduled maintenance; or (e) If Tellimer is required by any third party rights holder to remove Web Content, or receives information that Web Content provided to Client may violate the Relevant Terms, applicable laws or third-party rights. Any such suspension may continue until Tellimer is satisfied that the condition is remedied. Institutional Clients are still required to pay the Fees during any period of suspension permitted by (a) or (c) above. Retail Clients shall pay the Fees during any such suspension in accordance with clause 15.8.2.

15.4. Either party may terminate the Agreement, upon notice, if the other party materially breaches the Agreement and the breach: (a) remains unremedied thirty (30) days after the date the breaching party receives a notice from the other party describing the breach and requiring it to be cured; or (b) is incapable of being cured. However, if the material breach relates solely to one or more part of the Service (but not the entirety of the Service), the non-breaching party may only terminate the relevant parts of the Service.

15.5. Either party may terminate the Agreement, immediately upon notice, if: (a) the other party enters into a composition with its creditors; (b) a court order is made for the winding up of the other party; (c) an effective resolution is passed for the winding up of the other party (other than for the purposes of amalgamation or reconstruction); (d) the other party has a receiver, manager, administrative receiver or administrator appointed with respect to it; (e) the other party ceases to be able to pay its debts as they fall due; (f) the other party (being an individual) is the subject of a bankruptcy petition, application or order; or (g) the other party takes or suffers any action similar to any of the above on account of debt in any jurisdiction.

15.6. Where Tellimer terminates the Service other than pursuant to clauses 15.4 or 15.5 of these Terms, or Client terminates the Service where the Agreement permits it to, Client shall be entitled to a pro rata refund of any Fees that Client has paid in advance for the terminated Service.

15.7. Following termination, and at any time upon request with respect to Confidential Information, Client shall promptly return, delete or destroy the Content and Tellimer’s Confidential Information. However, Client may retain copies to the extent required by, and used only to comply with, law or regulation.

15.8. In addition to any rights granted under this clause 15, If the Client is a Consumer:

  • 15.8.1. it may terminate an Access Request and request that Tellimer refund the Fees made under that Access Request provided that: (i) the request is made within fourteen (14) days of the date such payment of Fees was made; (ii) Tellimer has not provided the Services in respect of that payment of Fees and (iii) for the avoidance of doubt, the Client will not be entitled to any double recovery of the Fees; and
  • 15.8.2. if any suspension under clause 15.3, lasts for longer than two weeks in any calendar quarter Tellimer will adjust the Fees so that the Client does not pay for any part of the Services while they are suspended. Client may terminate an Access Request in the event of a suspension, or if Tellimer provides notice of a suspension, in each case which lasts for a period of more than thirty (30) days and Tellimer will refund any sums paid in advance for the Service in respect of the period after Client ends the Access Request.

15.9. Termination of all or any part of the Agreement will not affect a party’s respective accrued rights and obligations. The following clauses of these Terms will survive termination: clauses 6.2, 5.1, 12, , 15.6, 15.9, and 16 to 23, along with any others (including those in the Access Request) that by their nature should survive.

16. CONFIDENTIALITY

16.1. Receiving Party will hold Disclosing Party’s Confidential Information in confidence, will use it solely for the purpose of this Agreement and will not disclose any part of it to any third party except to its Affiliates, consultants and third-party advisors (including financial advisors, accountants and attorneys) (collectively, “Representatives”) who are acting on behalf of Receiving Party and are bound by, or are otherwise protected by legal privilege or confidentiality and non-disclosure commitments substantially similar to those contained in this Agreement. If Receiving Party is legally compelled to disclose Disclosing Party’s Confidential Information, Receiving Party shall: (a) provide prompt notice (if legally permissible) to Disclosing Party so that Disclosing Party can seek a protective order or other appropriate remedy; and (b) limit any such disclosure to the extent of the legal requirement and the disclosed information will remain Confidential Information notwithstanding such disclosure.

16.2. The confidentiality obligations do not apply to information which: (a) is or becomes (through no act or omission of Receiving Party or its Representatives), generally available to the public; (b) becomes known to Receiving Party or any of its Affiliates on a non-confidential basis through a third party who is not subject to an obligation of confidentiality with respect to that information; (c) was lawfully in the possession of Receiving Party or any of its Affiliates prior to such disclosure; (d) is independently developed by Receiving Party or any of its Affiliates; or (e) Disclosing Party agrees is not confidential or may be disclosed, to the extent of that consent.

17. DATA PRIVACY

17.1. The parties will at all times process Client Personal Data applicable laws or regulations governing the processing of Personally Identifiable Information.

17.2. Client shall ensure that any Client Personal Data that it discloses to Tellimer is disclosed in accordance with the laws and regulations applicable to Client.

17.3. Tellimer will maintain and will require all third party data processors Tellimer engages to maintain, appropriate physical, technical and organisational measures to protect Client Personal Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access. The parties shall use reasonable efforts to assist one another in relation to the investigation and remedy of any claim, allegation, action, suit, proceeding or litigation with respect to alleged unauthorised access, use, processing or disclosure of Client Personal Data.

17.4. All information Tellimer collects from or about Client in relation to the Service (including Client’s usage of the Service) is subject to the Privacy Policy. By using the Service, Client consents to all actions taken by Tellimer with respect to its information in compliance with the Privacy Policy.

17.5. All information (including the personal data of Users) Tellimer collects on the Platform is subject to the Terms and Privacy Policy. By using the Platform, Users understand and acknowledge the terms on which Tellimer processes any information (including personal data of Users) Tellimer collects from Users in accordance with the Terms and Privacy Policy.

18. AUDIT

18.1. Tellimer shall have the right to use the Usage Data for monitoring of the Client’s and its Users’ compliance with the Agreement.

18.2. Tellimer has the right (by itself or through its representatives) to audit Client, on at least ten (10) business days’ notice and during Client’s normal business hours, to verify whether Client is complying with the Agreement. Tellimer shall not audit more than once in a twelve (12) month period, unless: (i) Tellimer has cause to suspect, or an audit reveals, that Client is non-compliant; or (ii) where required to do so by a Content Providers with respect to its Third Party Content.

18.3. Clause 18.2 shall not apply in relation to Retail Clients.

18.4. If the audit or Usage Data reveals that Client has breached the Agreement, Client shall pay: (a) any underpaid Fees with respect to any period of non-compliance; and (b) (if applicable) the costs of undertaking the physical audit if Client has underpaid the Fees by more than 5% or where such costs are imposed on Tellimer by a Content Provider or other third party.

19. DISCLAIMERS

19.1. All warranties, conditions and other terms implied by statute or common law are excluded to the maximum extent permitted by applicable laws. Unless expressly provided, the Service is provided for information purposes and on an “as is” basis without warranty of any kind. Tellimer does not warrant or represent that the Service (or any services, information or material supplied by Tellimer) will be delivered free of any inaccuracies, interruptions, delays, omissions or errors (“Faults”), or that any Faults will be corrected. Tellimer shall not be liable for any Damages resulting from any such Faults. Client assumes sole responsibility and entire risk as to the suitability and results obtained from use of the Service, and any decisions made, or actions taken based on the information contained in or generated by the Service. In no event shall Tellimer or any Content Providers be liable for any penalties, interest or taxes assessed by any governmental or regulatory authority.

19.2. Client acknowledges and agrees that, subject to clauses 22.1 - 22.3, Tellimer is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of the Third Party Content or Web Content. Tellimer, its officers, Affiliates, and subsidiaries do not warrant or endorse and do not assume and will not have any liability or responsibility to Client or any other person for any Third Party Content or Web Content or for any other materials, products, or services of third parties.

19.3. Client and the Users are required to read and observe the disclaimers specified in the Platform Terms of Use and those which appear on the Content.

20. ACKNOWLEDGMENT OF CONSUMER PROTECTION LAWS

20.1. Please note that in some jurisdictions consumer protection laws may not allow certain disclaimers or exclusions or limitations of liability and consequently some of the disclaimers, exclusions and limitations of liability in these Terms may not apply.

21. LIMITATION OF LIABILITY

21.1. The limits on liability in clause 21.2 of these Terms do not apply to: (a) a party’s fraud, fraudulent misrepresentation, gross negligence or wilful misconduct; (b) negligence causing death or personal injury; (c) a party’s infringement of the other’s Intellectual Property Rights or Client’s use of the Service beyond the usage permissions and restrictions granted under the Agreement; or (d) Client’s liability to pay the Fees and any amounts Tellimer would have charged for use of the Service beyond the usage permissions and restrictions granted under the Agreement. Nothing in this Agreement limits liability that cannot be limited under law.

21.2. Each party’s aggregate liability to the other in any calendar year for Damages (in contract, tort, indemnity, or otherwise) arising out of or in connection with the Service will not exceed the Fees paid by Client to Tellimer for the Service which forms the basis for the claim(s) during the twelve (12) month period immediately preceding the incident (or the first incident in a series) giving rise to any claim for those Damages.

21.3. Notwithstanding clause 21.2 above, neither party shall be liable for any indirect, incidental, punitive, special or consequential Damages arising out of or in connection with the Agreement, including loss of opportunity, loss of business, loss of revenue and damage to goodwill, even if such Damages could have reasonably been foreseen or prevented. Neither party shall be liable for any Damages or failure to perform its obligations under the Agreement due to circumstances beyond its reasonable control. If such circumstances cause material deficiencies in the Service and continue for more than thirty (30) days, either party may terminate the affected Service upon written notice to the other party.

21.4. In respect of Retail Clients, nothing in these Terms shall limit Tellimer’s liability to the Client to less than the amount of the Fees for Tellimer’s failure to perform the Services under these Terms with reasonable skill and care.

22. INDEMNITY

22.1. Tellimer will indemnify Client against loss, Damages Client incurs as a result of any third party claim that the Service (excluding the Web Content) infringes the Intellectual Property Rights of a third party in the locations where Client is permitted by Tellimer to use the Service, except if the Damages result from: (a) the combination of all or part of the Service with other products not supplied by Tellimer; (b) modification of all or part of the Service other than by Tellimer; (c) use of a version of the Service after Tellimer has notified Client of a requirement to use a subsequent version; or (d) Client’s breach of the Agreement. This indemnity will extend to Client’s Affiliates to which Client makes the Services available in accordance with the Agreement.

22.2. Where the indemnity obligation in clause 22.1 above arises from Third Party Content, Tellimer’s monetary liability to Client will be limited to the amount Tellimer recovers from the relevant Content Providers, divided by the number of other actual or potential claims by Tellimer Clients (including Client) against Tellimer arising from those Third Party Content.

22.3. Tellimer may remedy any alleged or anticipated infringement of a third party Intellectual Property Right by: (a) procuring the right for Client to continue using the Service in accordance with this Agreement; (b) replacing affected Content with replacement(s) that do not alter the fundamental nature of the relevant Service; or (c) taking the actions in clause 15.1.

22.4. Client will indemnify Tellimer and its Affiliates against Damages incurred as a result of a third party claim: (a) arising from Client’s or its Affiliates’ use of the Services which is in breach of the Agreement; or (b) asserted by any person accessing any part of a Service through Client (except to the extent of any indemnity Tellimer provides under clause 22.1 above).

22.5. The indemnification obligation in this clause 22 are conditioned on the indemnified party: (a) providing the indemnifying party with prompt notice of the details of the claim and, if the indemnifying party requests it, control of the claim; (b) co-operating, at the indemnifying party’s or relevant Content Provider’s expense, in the defence of the claim; and (c) not making any admission or taking steps to settle any claim without the indemnifying party’s prior written approval. The indemnified party may participate, at its expense, in the defence of any such claims through legal counsel of its choice.

23. MISCELLANEOUS

23.1. All notices under the Agreement must be in writing and must be sent by e-mail. E-mail notices from Client must be sent to support@tellimer.com. Tellimer may give technical or operational notices or notices of Content Provider restrictions via publication on the Platform or within the Service itself.

23.2. The Agreement and any dispute or claim arising out of or in connection with the Agreement will be governed by and construed in accordance with the laws of England. Each party hereby consents to the non-exclusive jurisdiction of the English courts to settle all disputes or claims arising out of or in connection with the Agreement.

23.3. Except as expressly set out in these Terms, neither party may assign or transfer (by operation of law or otherwise) any right or obligation under the Agreement without the other party’s prior written consent, which may not be unreasonably withheld or delayed. Any assignment in violation of this clause will be null and void. However, Tellimer may, without Client’s consent, assign the Agreement or any rights granted in the Agreement, in whole or part, either: (a) to an Affiliate; (b) in connection with Tellimer’s or an Affiliates’ sale of a division, product or service; or (c) in connection with a reorganisation, merger, acquisition or divestiture of Tellimer or any similar business transaction.

23.4. Clauses 6.2, 8, 10, 12, 15.7, 16, 18, 19, 21, 22.4, and 22.5 of these Terms benefit Third Party Providers and Tellimer’s Affiliates to the same extent as they would benefit Tellimer. The limitations and exclusions set out in clause 21 will apply with respect to all such recipients of a claim under each Agreement governed by these Terms so that the aggregate liability will not exceed that applying to one recipient of a claim. Third Party Providers and Tellimer’s Affiliates may exercise their rights directly or Tellimer may exercise such rights on their behalf. Tellimer’s Affiliates have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce and rely on the terms of the Agreement. The parties to the Agreement may cancel or vary the Agreement in accordance with its terms without the consent of any third party.

23.5. If any part of the Agreement that is not fundamental is illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it legal and enforceable. If such modification is not possible, the part will be deemed deleted. Any such modification or deletion will not affect the validity and enforceability of the remainder of the Agreement.

23.6. If either party delays or fails to exercise any right or remedy under the Agreement, it will not have waived that right or remedy.

23.7. The Agreement contains the entire understanding between the parties regarding its subject matter and supersedes all prior agreements, understandings, negotiations, proposals and other representations, verbal or written, in each case relating to such subject matter. Each party acknowledges that in entering into the Agreement it has not relied on any representations made by the other party that are not expressed in the Agreement.

23.8. The Client consents to Tellimer’s use of its name and logo for the purposes of press releases and Tellimer’s client list (which may be published on its website and in hard copy materials or displayed in Tellimer’s facilities); provided, however that the Client’s written approval is required on all press releases, press discussions, website and all other uses of the Client’s name and logo by Tellimer except Tellimer’s client lists (including, without limitation, use of the Client’s name.

24. DEFINITIONS AND INTERPRETATION

Access Request – the written or online document, form or process, which the parties agree to the provision of Premium Content or Services, including any special terms agreed between the parties, and referencing these Terms.

Affiliate – in the case of Tellimer, and any entity that, from time to time, is directly or indirectly controlled by Tellimer; in the case of an Institutional Client, any entity that, from time to time, is directly or indirectly controlling, controlled by, or under common control of Institutional Client. “Control” means the power to direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.

Agreement – means these Terms, the Platform Terms of Use, and, where applicable, any Access Requests.

Client – the entity or individual that is either: (i) a party to the Access Request or (ii) in the event no Access Request has been agreed, the party using the Platform.

Client Personal Data – the Personally Identifiable Information provided to Tellimer for the purpose of the provision of the Services.

Commencement Date means, in respect of Content, the date on which it is stated on the Access Request to commence.

Confidential Information – the terms of this Agreement and other information in any form, whether verbal or written, of a business, financial or technical nature which the recipient reasonably should know is confidential and which is disclosed by a party in the course of the Agreement, but excluding the information listed in clause 16.2.

Consumer - has the meaning given to it by section 2(3) of the United Kingdom’s Consumer Rights Act 2015.

Content – means the Tellimer Content, Third Party Content, and Web Content.

Content Provider – a third party (other than a party and its Affiliates) whose Third Party Content, or services are included or used in the Service.

Damages – any loss, damage or cost.

Disclosing Party – a party who discloses Confidential Information, and a party’s Affiliates who disclose Confidential Information.

Faults – has the meaning given in clause 19.1.

Fees – the fees Tellimer charges for the supply of the Service (including any Premium Content Fee) as specified or referred to in the Access Request.

Insights Content – means certain research from Tellimer, daily and weekly email digests, daily market briefing, curated content, and video summaries from analysts, as enhanced or amended from time to time.

Insights-Pro Content – means Insights Content, unlimited research from Tellimer’s global network, premium investment recommendations, daily stock and debt market briefings, and direct access to analysts, as amended from time to time.

Insights-Pro Subscription – means the subscription for access to Insights-Pro Content via the Platform.

Insights Subscription – means the subscription for access to Insights Content via the Platform.

Institutional Client – means a client that is not a Consumer.

Intellectual Property Rights – all data, database rights, data analytics, design rights, moral rights, the rights in and to patents, trademarks, service marks, trade and service names, copyrights, know-how and trade secrets, and all rights or forms of protection of a similar nature or having similar or equivalent effect which may subsist anywhere in the world now existing or hereafter arising.

Material – means content, including, but not limited, all articles, data, text, images, video and sound recordings, financial reports, financial models, analysis, analytic tools, and other information, including the know-how therein.

Personally Identifiable Information – any information that, alone or in combination with other information, can be used to identify, locate or contact an individual, including information constituting “personal data” as defined in the European Union Data Protection Directive (95/46/EC).

Platform – the research Platform of Tellimer available via https://tellimer.com.

Platform Terms of Use – the document titled “Platform Terms of Use”, as amended and modified from time to time and available via the Tellimer Platform at https://www.tellimer.com.

Premium Content - means any Tellimer Content, Third Party Content, or Web Content which requires a special subscription in addition to the Insights Subscription or Insights-Pro Subscription or any new Service purchased under an Access Request.

Premium Content Fee – means any fee charged to the Client to access Premium Content outlined in an Access Request.

Privacy Policy – Tellimer’s privacy policy, as amended from time to time and available on the Tellimer Platform at https://www.tellimer.com.

Receiving Party – a party, or a party’s Affiliates, who receives Confidential Information from the Disclosing Party.

Retail Client – means a Client that is a Consumer.

Relevant Terms – means the terms and conditions of any publicly available sources or Tellimer’s third party content providers that are used to obtain the Web Content.

Restricted Content – means any Premium Content or Insights-Pro Content that has not been purchased under an Access Request.

Security Credentials – unique usernames, passwords, other security devices or arrangements for access to the Service.

Service – any services and/or products Tellimer supplies to the Client pursuant to an Access Request and these Terms, which may include access to the Platform, any Content and professional services.

Start Date – has the meaning given in clause 3.1.

Substitute – means a product or service that reduces the need for users or other third parties to pay for Content from Tellimer to the detriment of Tellimer’s own ability to generate revenues from that Content.

Tellimer – Tellimer Technologies Limited.

Tellimer Content – means the Material produced and owned by Tellimer, including its sister company Tellimer Ltd, which Client has access to by virtue of Tellimer providing the Service.

Terms – these terms of use, as amended from time to time.

Third Party Content – means the Material produced and owned by a Content Provider which Client has access to by virtue of Tellimer providing the Service and if applicable, Client agreeing to the relevant Third Party Content Licence.

Third Party Content Licence – a separate licence agreement that may be required between the Client and the Content Provider for access to the Third Party Content.

Trial – means a trial subscription during which the Client will have access to: (a) Insights Content for a limited period and (b) access to any purchased Premium Content for the duration of the Trial.

Usage Data – has the meaning given in clause 12.3.

User – (a) each employee of Client, or contractor acting under Client’s direction in the ordinary course of Client’s business, in each case authorised or allowed by Tellimer to access the Service; (b) the persons or categories of persons identified in a declaration (provided pursuant to clause 5.4) as being so authorised; (c) the persons or categories of persons designated as a User on the Access Request in all cases regardless of whether such person or categories of persons actually accesses that Service or (d) in respect of Retail Clients, the Client itself, only.

Variation Date – has the meaning given in clause 15.2.

Web Content - means Material (excluding the Tellimer Content and Third Party Content) obtained by Tellimer from publicly available sources or its third party content providers and made available to Client through the Services or pursuant to an Access Request which Client has access to by virtue of Tellimer providing the Service.


Engage Terms of Use

1. GENERAL

1.1. Tellimer owns and operates the Platform which allows its Clients to access and view financial services content as well as operating an end-to-end authoring, entitlement management, editing, publication and analytical platform (the “Engage System”).

1.2. Content Provider and Tellimer agree for Tellimer to provide access to and use of the Engage System and/or to distribute the Content Provider’s Materials, as detailed in any Order Form

1.3. Each party and their Affiliates, may enter into Order Forms which are governed by these Terms. In the case of an Affiliate who has entered into an Order Form, references in the Agreement to “Tellimer” refer to Tellimer’s Affiliate, and references to “Content Provider” refer to Content Provider’s Affiliate and “parties” shall be construed accordingly.

2. TERM

2.1. Subject to clause 8, the Agreement commences on the Commencement Date of an Order Form (the “Start Date”) and will remain in force during the term of Service.

2.2. Unless otherwise stated in an Order Form, the term of Service (and any permission granted) is one year from the Commencement Date and will automatically renew for additional periods of one year, unless one party gives the other not less than thirty (30) days’ prior written notice to terminate at the end of the then-current term of the Order Form.

3. FEES

3.1. Content Provider shall pay the Fees within thirty (30) days of the date of the invoice and without set-off, counterclaim or deduction. Any amounts due to Tellimer which are not paid by the due date will attract interest at the rate of 4% per annum above the base rate of the Bank of England.

3.2. The Fees are exclusive of taxes, and Content Provider shall also pay applicable taxes and duties (including withholding taxes, value added tax, or other taxes but excluding income taxes imposed on Tellimer). Content Provider shall provide to Tellimer written evidence of any withholding tax paid by Content Provider or any tax exemption on which Content Provider wishes to rely. If Content Provider is obliged to withhold or deduct any portion of the Fees, then Tellimer shall be entitled to receive from Content Provider such amounts as will ensure that the net receipt, after tax and duties, to Tellimer in respect of the Fees is the same as it would have been had the payment not been subject to the tax or duties.

3.3. Tellimer may adjust the basis for calculating the Fees for the following renewal term for the Service by providing Content Provider not less than forty-five (45) days’ written notice prior to the end of the then current term of Service. The Fees will be payable, as adjusted, during the next renewal term of Service. Notwithstanding the foregoing, the Fees for each renewal term will be automatically subject to adjustment in line with the Retail Price Index figure published by the United Kingdom’s Office for National Statistics (https://www.ons.gov.uk/) in the calendar month preceding the commencement of such renewal term.

4. PERFORMANCE AND COMPLIANCE

4.1. Tellimer shall provide the Service to Content Provider using reasonable skill and care. Tellimer shall provide, and Content Provider shall use, the Service in accordance with: (a) the Agreement; and (b) applicable laws and regulations. If the Order Form states that Tellimer shall provide an Affiliate of the Content Provider with any part of the Service, Content Provider shall be liable for ensuring that such Affiliate complies with all provisions of the Agreement applicable to Content Provider as if they were its own.

4.2. Content Provider shall not obtain, retain, use, or provide access to the Service to an Affiliate or any third party in a manner that may breach any applicable laws and regulations for any jurisdiction, including the United Kingdom, the United States of America, and the European Union and its Member States.

5. USAGE PERMISSIONS AND RESTRICTIONS

5.1. Tellimer permits Content Provider to use the Service within the scope of use set out in the Order Form, and these Terms. Any Material or other rights provided with the Service are non-transferable and non-sublicensable by Content Provider.

5.2. Content Provider shall not: (a) copy or modify any part of or create any derivative works from the Services; (b) use or provide the Services on a white-labelled basis, or otherwise, for the benefit of any third party; (c) merge, decompile, disassemble, or reverse-engineer the Platform, or any other portion of the Services (except as expressly permitted by law or regulation); or (d) forward any part of the Services to a third party without the prior written consent of Tellimer.

6. INTELLECTUAL PROPERTY

6.1. Content Provider acknowledges that, as between the parties, the Intellectual Property Rights in the Service (including the Platform and Analytics Data) are: (a) owned by Tellimer, its Affiliates, other content providers or any other relevant third party; and (b) hereby reserved to the respective owner, unless specifically granted in the Agreement.

6.2. Tellimer hereby grants to the Content Provider a revocable, non-transferable, non-exclusive, royalty-free licence during the term of this Agreement to use: (a) the Services; (b) the related Intellectual Property Rights necessary for use of the Services in accordance with the Agreement; and (c) any Analytics Data provided from Tellimer to Content Provider, in each case solely for the purpose of the Content Provider itself receiving the benefit of the Services.

6.3. Save as otherwise expressly provided in this agreement, each Party (or its licensors) shall retain all Intellectual Property Rights in all material it provides to the other Party from time to time.

6.4. The Content Provider hereby grants to Tellimer and its Affiliates a non-exclusive, transferable, sub-licensable, worldwide, royalty-free licence to use: (a) the Content on a perpetual basis; and (b) Content Provider’s branding and related Intellectual Property Rights during the term of the Service.

6.5. Content Provider shall promptly notify Tellimer if it becomes aware of any unauthorised use of the Content or the Platform by any person. Tellimer shall, at its cost, have control of any proceedings arising out of any such unauthorised use. Tellimer shall have no obligation to bring or defend any such proceedings, but where it does the Parties agree that: (a) Content Provider shall provide Tellimer with all reasonable assistance in respect of any such proceedings, provided always that Tellimer will reimburse Content Provider in respect of all costs reasonably and properly incurred by Content Provider in connection therewith; and (b) any recovery from such proceedings shall accrue solely to the benefit of Tellimer.

6.6. Subject to clauses 6.4 and 15.8, other than as necessarily required for the provision of the Services, neither party may use the other party’s name, trade marks or any derivatives of them, except for internal purposes or as required by law or regulation, without the other’s prior written consent.

7. SECURITY

7.1. Access to the Service may be subject to using Security Credentials. Such Security Credentials must not be shared. Tellimer may change Security Credentials with notice to Content Provider or Content Provider’s Users. Each party will use reasonable efforts to: (a) scan the Service and its related systems for any code or device which is designed or intended to impair the operation of any computer or database or prevent or hinder access to, or the operation of, any program or data, using detection software generally accepted in the industry; (b) secure its computing environments according to generally accepted industry standards to ensure that the Service cannot be accessed by any unauthorised person or malicious software; and (c) remedy any security breach of which it becomes aware.

8. TERMINATION AND CONSEQUENCES OF TERMINATION

8.1. Tellimer may, with notice, terminate the Service in whole or in part, or modify it or the terms on which it is provided, if all or part of the Service: (a) depends on an agreement between Tellimer or a Tellimer Affiliate and a third party (including Tellimer Clients), and that third party agreement or the third party’s materials or other input is modified or terminated; (b) becomes illegal or contrary to any law, regulation, guideline or request of any regulatory authority; or (c) becomes subject to a claim or potential claim that it infringes or violates the rights of any third party.

8.2. Tellimer shall endeavour to provide Content Provider with reasonable prior notice of any such termination or modification but may not be able to do so if the triggering event is under the control of a third party. The effective date of the termination or modification as indicated on Tellimer’s notice is the “Variation Date”. If a partial termination or modification in accordance with this clause 8.1 fundamentally and detrimentally changes the nature of or the rights granted in the Service, Content Provider may terminate the affected Service by providing Tellimer with notice no later than thirty (30) days after the date of Tellimer’s notice. Such Service will then be terminated effective on the Variation Date.

8.3. Tellimer may suspend, upon notice, all or part of a Service and Content Provider’s rights in relation to that Service if: (a) Tellimer has the right to terminate the Service in accordance with clauses 8.4 or 8.5 of these Terms; (b) Tellimer is required to do so by law or regulation or at the request of any relevant regulatory authority; (c) Tellimer is required to do so by a third party affected by an actual or suspected breach of Intellectual Property Rights; (d) in order to protect Tellimer’s systems and security and for the purposes of scheduled maintenance. Any such suspension may continue until Tellimer is satisfied that the condition is remedied. Content Provider is still required to pay the Fees during any period of suspension permitted by (a) or (c) above.

8.4. Either party may terminate the Agreement, upon notice, if the other party materially breaches the Agreement and the breach: (a) remains unremedied thirty (30) days after the date the breaching party receives a notice from the other party describing the breach and requiring it to be cured; or (b) is incapable of being cured. However, if the material breach relates solely to one or more part of the Service (but not the entirety of the Service), the non-breaching party may only terminate the relevant parts of the Service.

8.5. Either party may terminate the Agreement, immediately upon notice, if: (a) the other party enters into a composition with its creditors; (b) a court order is made for the winding up of the other party; (c) an effective resolution is passed for the winding up of the other party (other than for the purposes of amalgamation or reconstruction); (d) the other party has a receiver, manager, administrative receiver or administrator appointed with respect to it; (e) the other party ceases to be able to pay its debts as they fall due; or (f) the other party takes or suffers any action similar to any of the above on account of debt in any jurisdiction.

8.6. Where Tellimer terminates the Service other than pursuant to clauses 8.4 or 8.5 of these Terms, or Content Provider terminates the Service where the Agreement permits it to, Content Provider shall be entitled to a pro rata refund of any Fees that Content Provider has paid in advance for the terminated Service.

8.7. Following termination, and at any time upon request with respect to Confidential Information, Content Provider shall promptly return, delete or destroy the Content and Tellimer’s Confidential Information. However, Content Provider may retain copies to the extent required by, and used only to comply with, law or regulation.

8.8. Termination of all or any part of the Agreement will not affect a party’s respective accrued rights and obligations. The following clauses of these Terms will survive termination: clauses 2.1, 3.1 3.2, 4.2, 5.2, 6, 8.6, 8.7, 8.8, and 9 to 15, along with any others (including those in the Order Form) that by their nature should survive.

9. CONFIDENTIALITY

9.1. Receiving Party will hold Disclosing Party’s Confidential Information in confidence, will use it solely for the purpose of this Agreement and will not disclose any part of it to any third party except to its Affiliates, consultants and third-party advisors (including financial advisors, accountants and attorneys) (collectively, “Representatives”) who are acting on behalf of Receiving Party and are bound by, or are otherwise protected by legal privilege or confidentiality and non-disclosure commitments substantially similar to those contained in this Agreement. If Receiving Party is legally compelled to disclose Disclosing Party’s Confidential Information, Receiving Party shall: (a) provide prompt notice (if legally permissible) to Disclosing Party so that Disclosing Party can seek a protective order or other appropriate remedy; and (b) limit any such disclosure to the extent of the legal requirement and the disclosed information will remain Confidential Information notwithstanding such disclosure.

9.2. The confidentiality obligations do not apply to information which: (a) is or becomes (through no act or omission of Receiving Party or its Representatives), generally available to the public; (b) becomes known to Receiving Party or any of its Affiliates on a non-confidential basis through a third party who is not subject to an obligation of confidentiality with respect to that information; (c) was lawfully in the possession of Receiving Party or any of its Affiliates prior to such disclosure; (d) is independently developed by Receiving Party or any of its Affiliates; or (e) Disclosing Party agrees is not confidential or may be disclosed, to the extent of that consent.

10. DATA PRIVACY

10.1. The parties will at all times process Content Provider Personal Data and Analytics Data in accordance with applicable laws or regulations governing the processing of Personally Identifiable Information.

10.2. Content Provider shall ensure that any Content Provider Personal Data that it discloses to Tellimer is disclosed in accordance with the laws and regulations applicable to Content Provider.

10.3. Tellimer will maintain and will require all third party data processors Tellimer engages to maintain, appropriate physical, technical and organisational measures to protect Content Provider Personal Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access. The parties shall use reasonable efforts to assist one another in relation to the investigation and remedy of any claim, allegation, action, suit, proceeding or litigation with respect to alleged unauthorised access, use, processing or disclosure of Content Provider Personal Data.

10.4. All information Tellimer collects from or about Content Provider in relation to the Service (including Content Provider’s usage of the Service) is subject to the Privacy Policy. By using the Service, Content Provider consents to all actions taken by Tellimer with respect to its information in compliance with the Privacy Policy.

11. DISCLAIMERS

11.1. All warranties, conditions and other terms implied by statute or common law are excluded to the maximum extent permitted by applicable laws. Unless expressly provided, the Service is provided for information purposes and on an “as is” basis without warranty of any kind. Tellimer does not warrant or represent that the Service (or any services, information or material supplied by Tellimer) will be delivered free of any inaccuracies, interruptions, delays, omissions or errors (“Faults”), or that any Faults will be corrected. Tellimer shall not be liable for any Damages resulting from any such Faults. Content Provider assumes sole responsibility and entire risk as to the suitability and results obtained from use of the Service, and any decisions made, or actions taken based on the information contained in or generated by the Service. In no event shall Tellimer or any Content Providers be liable for any penalties, interest or taxes assessed by any governmental or regulatory authority.

11.2. Content Provider and the Users are required to read and observe the disclaimers specified in the Platform Terms of Use.

12. LIMITATION OF LIABILITY

12.1. The limits on liability in clause 12.2 of these Terms do not apply to: (a) a party’s fraud, fraudulent misrepresentation, gross negligence or wilful misconduct; (b) negligence causing death or personal injury; (c) a party’s infringement of the other’s Intellectual Property Rights or Content Provider’s use of the Service beyond the usage permissions and restrictions granted under the Agreement; or (d) Content Provider’s liability to pay the Fees and any amounts Tellimer would have charged for use of the Service beyond the usage permissions and restrictions granted under the Agreement. Nothing in this Agreement limits liability that cannot be limited under law.

12.2. Each party’s aggregate liability to the other in any calendar year for Damages (in contract, tort, indemnity, or otherwise) arising out of or in connection with the Service will not exceed the Fees paid by Content Provider to Tellimer for the Service which forms the basis for the claim(s) during the twelve (12) month period immediately preceding the incident (or the first incident in a series) giving rise to any claim for those Damages.

12.3. Notwithstanding clause 12.2 above, neither party shall be liable for any indirect, incidental, punitive, special or consequential Damages arising out of or in connection with the Agreement, including loss of opportunity, loss of business, loss of revenue and damage to goodwill, even if such Damages could have reasonably been foreseen or prevented. Neither party shall be liable for any Damages or failure to perform its obligations under the Agreement due to circumstances beyond its reasonable control. If such circumstances cause material deficiencies in the Service and continue for more than thirty (30) days, either party may terminate the affected Service upon written notice to the other party.

13. INDEMNITY

13.1. Tellimer will indemnify Content Provider against loss, Damages Content Provider incurs as a result of any third party claim that the Service infringes the Intellectual Property Rights of a third party in the locations where the Service is provided, except if the Damages result from: (a) the combination of all or part of the Service with other products not supplied by Tellimer; (b) modification of all or part of the Service other than by Tellimer; (c) use of a version of the Service after Tellimer has notified Content Provider of a requirement to use a subsequent version; or (d) Content Provider’s breach of the Agreement. This indemnity will extend to Content Provider’s Affiliates to which Content Provider makes the Services available in accordance with the Agreement.

13.2. Tellimer may remedy any alleged or anticipated infringement of a third party Intellectual Property Right by: (a) procuring the right for Content Provider to continue using the Service in accordance with this Agreement; (b) replacing affected Content with replacement(s) that do not alter the fundamental nature of the relevant Service; or (c) taking the actions in clause 8.1.

13.3. Content Provider will indemnify Tellimer and its Affiliates against Damages incurred as a result of a third party claim: (a) arising out of or in connection with the Content; or (b) arising from Content Provider’s or its Affiliates’ use of the Services which is in breach of the Agreement.

13.4. The indemnification obligation in clause 13.1 is conditioned on the indemnified party: (a) providing the indemnifying party with prompt notice of the details of the claim and, if the indemnifying party requests it, control of the claim; (b) co-operating, at the indemnifying party’s or relevant Content Provider’s expense, in the defence of the claim; and (c) not making any admission or taking steps to settle any claim without the indemnifying party’s prior written approval. The indemnified party may participate, at its expense, in the defence of any such claims through legal counsel of its choice.

14. AMENDMENT AND PRECEDENCE

14.1. Any amendment to these Terms shall be deemed to apply to all future Order Forms entered into on or after the date of such amendment but unless otherwise stated shall not vary or affect any Order Forms entered into prior to the date of such amendment. A copy of the current version of these Terms can be found at https://www.tellimer.com.

14.2. If there is any conflict among any provisions of the Agreement, the descending order of precedence will be (unless expressly stated otherwise for any particular terms): (i) the Order Forms; and (ii) these Terms. In the event of any conflict between the Order Forms, the most recently agreed Order Form will prevail.

14.3. The Agreement may be varied only by a written amendment agreed by both parties or by way of an Order Form.

15. MISCELLANEOUS

15.1. All notices under the Agreement must be in writing and must be sent by e-mail. E-mail notices from Content Provider must be sent to support@tellimer.com. Tellimer may give technical or operational notices or notices of Content Provider restrictions via publication on the Platform or within the Service itself.

15.2. The Agreement and any dispute or claim arising out of or in connection with the Agreement will be governed by and construed in accordance with the laws of England. Each party hereby consents to the non-exclusive jurisdiction of the English courts to settle all disputes or claims arising out of or in connection with the Agreement.

15.3. Except as expressly set out in these Terms, neither party may assign or transfer (by operation of law or otherwise) any right or obligation under the Agreement without the other party’s prior written consent, which may not be unreasonably withheld or delayed. Any assignment in violation of this clause will be null and void. However, Tellimer may, without Content Provider’s consent, assign the Agreement or any rights granted in the Agreement, in whole or part, either: (a) to an Affiliate; (b) in connection with Tellimer’s or an Affiliates’ sale of a division, product or service; or (c) in connection with a reorganisation, merger, acquisition or divestiture of Tellimer or any similar business transaction.

15.4. Clauses 5, 6, 8.7, 9, 11, 12, and 13.3 of these Terms benefit Tellimer Clients and Tellimer’s Affiliates to the same extent as they would benefit Tellimer. The limitations and exclusions set out in clause 12 will apply with respect to all such recipients of a claim under each Agreement governed by these Terms so that the aggregate liability will not exceed that applying to one recipient of a claim. Clients and Tellimer’s Affiliates may exercise their rights directly or Tellimer may exercise such rights on their behalf. Tellimer’s Affiliates have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce and rely on the terms of the Agreement. The parties to the Agreement may cancel or vary the Agreement in accordance with its terms without the consent of any third party.

15.5. If any part of the Agreement that is not fundamental is illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it legal and enforceable. If such modification is not possible, the part will be deemed deleted. Any such modification or deletion will not affect the validity and enforceability of the remainder of the Agreement.

15.6. If either party delays or fails to exercise any right or remedy under the Agreement, it will not have waived that right or remedy.

15.7. The Agreement contains the entire understanding between the parties regarding its subject matter and supersedes all prior agreements, understandings, negotiations, proposals and other representations, verbal or written, in each case relating to such subject matter. Each party acknowledges that in entering into the Agreement it has not relied on any representations made by the other party that are not expressed in the Agreement.

15.8. Without prejudice to clause 6.4, the Content Provider consents to Tellimer’s use of its name and logo for the purposes of press releases and Tellimer’s Content Provider list (which may be published on its website and in hard copy materials or displayed in Tellimer’s facilities).

16. DEFINITIONS AND INTERPRETATION

Affiliate – in the case of Tellimer, and any entity that, from time to time, is directly or indirectly controlled by Tellimer; in the case of Content Provider, any entity that, from time to time, is directly or indirectly controlling, controlled by, or under common control of Content Provider. “Control” means the power to direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.

Agreement – means these Terms, the Platform Terms of Use, and, where applicable, any Order Forms.

Analytics Data – means information about Tellimer’s Clients use of the Platform and/or the Content, including but not limited to usage data and analytics.

Client – a customer to Tellimer’s Platform for the purpose of accessing Content.

Commencement Date means, in respect of Content, the date on which it is stated on the Order Form to commence.

Confidential Information – the terms of this Agreement and other information in any form, whether verbal or written, of a business, financial or technical nature which the recipient reasonably should know is confidential and which is disclosed by a party in the course of the Agreement, but excluding the information listed in clause 9.2.

Content – means the Material that Content Provider provides to Tellimer for distribution on the Platform as set out in an Order Form.

Content Provider Personal Data the Personally Identifiable Information provided to Tellimer for the purpose of the provision of the Services.

Damages – any loss, damage or cost.

Disclosing Party – a party who discloses Confidential Information, and a party’s Affiliates who disclose Confidential Information.

Faults – has the meaning given in clause 11.1.

Fees – the fees Tellimer charges for the supply of the Service (including any Premium Content Fee) as specified or referred to in the Order Form.

Intellectual Property Rights – all data, database rights, data analytics, design rights, moral rights, the rights in and to patents, trademarks, service marks, trade and service names, copyrights, know-how and trade secrets, and all rights or forms of protection of a similar nature or having similar or equivalent effect which may subsist anywhere in the world now existing or hereafter arising.

Order Form – the written or online document, form or process, which the parties agree to the provision of Premium Content or Services, including any special terms agreed between the parties, and referencing these Terms.

Material – means content, including, but not limited, all articles, data, text, images, video and sound recordings, financial reports, financial models, analysis, analytic tools, and other information, including the know-how therein.

Personally Identifiable Information – any information that, alone or in combination with other information, can be used to identify, locate or contact an individual, including information constituting “personal data” as defined in GDPR Regulation (EU) 2016/679.

Platform – the engage platform of Tellimer available via the Tellimer Website.

Privacy Policy – Tellimer’s privacy policy, as amended from time to time and available at https://tellimer.com/legal/privacy.

Receiving Party – a party, or a party’s Affiliates, who receives Confidential Information from the Disclosing Party.

Security Credentials – unique usernames, passwords, other security devices or arrangements for access to the Service.

Service – any services and/or products Tellimer supplies to the Content Provider pursuant to an Order Form and these Terms, which may include distribution of Content on the Platform.

Start Date – has the meaning given in clause 2.1.

Terms – these terms and conditions, as amended from time to time.

Tellimer – Tellimer Technologies Limited.

User – (a) each employee of Content Provider, or contractor acting under Content Provider’s direction in the ordinary course of Content Provider’s business, in each case authorised or allowed by Tellimer to access the Service; or (b) the persons or categories of persons designated as a User on the Order Form.

Variation Date – has the meaning given in clause 8.2.