Investment IQ Membership

1. Definitions
   1. The definitions and rules of interpretation in this condition apply:

You or your: The person, firm, corporation or other organisation entering into this agreement with
us by accepting these terms. Where the context so requires, you or Your includes your Authorised Users.

Us, we, or our: Incisive Business Media Limited, a company registered in England and Wales with
company registration number 09178013 and registered address: New London House, 172 Drury Lane, London, England WC2B
5QR;

Affiliates: in respect of any person to whom the term Affiliate refers a company, corporation or
partnership or other business entity (“entity”) which is directly or indirectly controlled by or under substantially
common control with or controls (as the case may be) the person so referred to and for this purpose “control” means
the power of an entity to secure (whether by the holding of shares, possession of voting rights or by virtue of any
powers conferred by articles of association, constitution, partnership, agreement or other document regulating the
entity in question) that the entity’s affairs are conducted in accordance with its wishes;

Authorised Users: your employees or sub-contractors;

Confidential Information: information that is proprietary or confidential and is either clearly
labelled as such or identified as Confidential Information in clause 5;

Data Protection Legislation: (i) the Data Protection Act 2018 and UK Retained
Regulation (EU) 2016/679, UK GDPR and any national implementing laws, regulations and secondary legislation,
as amended or updated from time to time, in the UK and then (ii) any successor legislation to the UK GDPR or the
Data Protection Act 2018.

 

Materials: the electronic materials provided to us by you described more fully in the Order.

Membership Fee: the fee for the Services to be provided under this agreement, as specified in our
Order relating to this agreement.

Order: the order form completed and signed by the parties or other written confirmation setting out
the particulars of the membership we are to provide you.

Registered Users: means individuals who have subscribed to download materials from our Website.

Services: a) the placement of your Materials on our publicly available Website:, and b) providing
you with the contact details of Registered Users who have downloaded your Materials from our website. .

Start Date: the date listed on the Order for the Services to begin or, if not practicable, such
other date that we reasonably notify to you;

Term, Initial Term and Further Term: as defined in clause 7;

Website: www.investmentiq.co.uk

2. Our Obligations
   1. We will use reasonable endeavours to deliver the Services during the Term in accordance with the
      Order.
   2. We will use all reasonable endeavours to ensure that the Services are provided continuously and that
      access to our website is not interrupted by any event within our reasonable control. Planned
      downtime will be scheduled outside normal United Kingdom business hours (9am to 5pm, Monday to
      Friday) if reasonably practical.
3. Your Obligations
   1. You shall pay the Membership Fee to Us as set out on the Order.
   2. You shall pay the Membership Fee in arrears within 30 days of the date of the applicable invoice.
   3. You grant us a licence to all intellectual property rights in the Materials on a non-exclusive basis
      for the purposes of the Services for the Term.
   4. You acknowledge and agree that you have the right to grant the licence at clause 4 and indemnify us
      and keep us indemnified from and against all claims, damages, losses, costs (including all
      reasonable legal cost), expenses, demands or liabilities arising out of any claim for our breach of
      intellectual property rights in connection with the Materials.
   5. You shall take all steps necessary to ensure that Authorised Users comply with the terms of use of
      the Services set out in this agreement.
   6. You will take reasonable steps to ensure that nobody other than Authorised Users uploads the
      Materials or uses the Services using accounts created with your username and password, including
      without limitation taking all necessary steps to ensure that no part of the Services is accessible
      to an Authorised User after his or her employment by you ends. You will be required to co-operate
      with Our reasonable requirements from time to time in this regard.
4. Free Trial
   1. Insofar as You and We have agreed that the Services will be provided without charge for a limited
      trial period. Such trials shall be subject to these terms and conditions save for 1 to 3.3 . For the
      avoidance of doubt, free trial periods may not be renewed or repeated without our express written
      consent.
5. Confidentiality
   1. Each party may be given access to Confidential Information from the other party in order to perform
      its obligations under this agreement. A party’s Confidential Information shall not be deemed to
      include information that:
      1. is or becomes publicly known other than through any act or omission of the receiving party;
         or
      2. was in the other party’s lawful possession before the disclosure;
      3. is lawfully disclosed to the receiving party by a third party without restriction on
         disclosure;
      4. is independently developed by the receiving party, which independent development can be
         shown by written evidence; or
      5. is required to be disclosed by law, by any court of competent jurisdiction or by any
         regulatory or administrative body.
6. Liability
   1. This clause sets out our entire financial liability (including any liability for the acts or
      omissions of our employees, agents and sub-contractors) to you in respect of:
      1. any breach of this agreement;
      2. any use made by you of the Services or any part of them;
      3. any representation, statement or tortious act or omission (whether negligent or otherwise)
         arising under or in connection with this agreement.
      4. Except as expressly and specifically provided in this agreement all warranties, conditions
         and other terms implied by statute or common law are, to the fullest extent permitted by
         law, excluded from this agreement.
   2. Nothing in this agreement excludes our liability for:
      1. death or personal injury caused by our negligence;
      2. fraud or fraudulent misrepresentation.
   3. Subject to clause 2 above:
      1. we shall not be liable for any loss of profits, loss of business, depletion of goodwill
         and/or similar losses or pure economic loss, or for any special, indirect or consequential
         loss costs, damages, charges or expenses however arising; and
      2. our total aggregate liability in contract, tort (including negligence or breach of statutory
         duty), misrepresentation, restitution or otherwise, arising in connection with the
         performance or contemplated performance of this agreement shall be limited to the Membership
         Fee paid for the Services during the 12 months preceding the date on which the claim arose.
   4. Under this clause, our liability includes that of any Affiliate and our and their respective agents,
      employees and sub-contractors, you includes any other party claiming through you and loss or damage
      includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with
      the Services, whether under this agreement or other agreement or in consequence of any
      misrepresentation, misstatement or tortious act or omission, including negligence
   5. We shall have no liability to you under this agreement if we are prevented from or delayed in
      performing our obligations or from carrying on business by acts, events, omissions or accidents
      beyond our reasonable control, including without limitation default of sub-contractors, strikes,
      lock-outs or other industrial disputes, failure of a utility service or transport or communications
      network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or
      governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire,
      flood or storm.
7. Term and termination
   1. The Term of this agreement shall continue from the Start Date for a period set out in the Order (the
      Initial Term).
   2. On expiry of the Initial Term this agreement shall renew for further consecutive periods of equal
      duration (each, a Further Term), on the same terms (save for We may increase the Member Fee) unless:
      1. you have given us 30 days written notice prior to the expiry of the Initial Term or the
         Further Term;
      2. we may terminate this agreement at any time for any reason on 30 days written notice;
      3. you are in material breach of this agreement and the breach is not remedied within the
         period of 14 days after written notice the breach has been given to you in which case We may
         terminate this agreement without further notice.
         On termination of this agreement for any reason:
      4. all licences granted under this agreement shall immediately terminate;
      5. termination shall not affect or prejudice the accrued rights of the parties as at
         termination, or the continuation after termination of any provision expressly stated to
         survive or implicitly survive termination.
8. Data protection
   1. Both parties shall comply with Data Protection Legislation. Any personal data including Registered
      User’s personal data shall be processed in accordance with our privacy policy as up dated from time
      to time: incisivemedia.com/privacy/.
9. General provisions
   1. Any notice to be served pursuant to this agreement shall be sent by email to the address You advise,
      or, in our case to [email protected] or such other address as We may advise You
      from time to time.
   2. These terms and conditions, the Order and the Membership Fee invoice constitute the entire agreement
      and understanding of the parties and supersede any previous agreement between the parties relating
      to the subject matter of this agreement.
   3. The rights provided under this agreement are granted to You only and shall not, without our prior
      written consent, be considered granted to any Affiliate of Yours. You may not, without our prior
      written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any
      of Your rights or obligations under this agreement.
   4. This agreement is not intended to benefit anyone other than the parties to it and, in particular, no
      term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999
      by a third party.
   5. English and Welsh law governs this agreement and the parties submit to the non-exclusive
      jurisdiction of the courts of England and Wales in respect of all claims (including non-contractual
      claims).