This website (“Website”) is operated by Trounceflow Limited ("we", “our, “us”), a company registered in England and Wales with its registered office at Devonshire House, One Mayfair Place, London, UK W1J 8AJ. We are registered as a data controller with the Information Commissioner’s Office.
We are a data controller for purposes of processing that information concerning you and which is personal data under the General Data Protection Regulation of the European Union ("Personal Data") and which we collect.
We may collect and process the following information about you:
We may use the information about you in the following ways:
We will use the information about you that we may receive from third parties (in particular, your employer [or the company to whom you provide services]) in order to provide you with access to the Website and to provide you with the Services. We may combine this information with other information we process about you and we will use the combined information for the purposes set out above (depending on the types of information we receive).
We may disclose your personal information to a prospective seller or buyer in the event that we sell or buy any business or assets.
We may also disclose your personal information to third parties if we are under a duty to disclose or share your personal information in order to comply with any legal obligation, or in order to enforce or apply our terms and conditions as well as other agreements, or to protect the rights, property, or safety of Trounceflow, our customers, or others.
The information that we process about you will be stored within the European Economic Area ("EEA"). However, the information may be processed by staff who work for us or for one of our suppliers, vendors or business partners operating outside the EEA in countries whose privacy and data protection laws may not be equivalent to the laws in your country of residence. By using the Website and/or the Services or by submitting your personal information to us, you agree to this transfer, storing or processing of your personal information to and in such countries. We will, where necessary, put in place appropriate safeguards to ensure your information is protected.
All information we process about you is stored on secure servers. Where we have given you (or where you have chosen) a password which enables you to access certain parts of the Website, you are responsible for keeping this password confidential. We ask you not to share your password with anyone.
Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal information, we cannot guarantee the security of your information transmitted to the Website; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.
In some instances, you may be required to provide us with Personal Data for processing as described above, in order for us to be able to provide you our services, and for you to use all the features of our website.
You are entitled, in accordance with applicable law, to object to or request the restriction of processing of your Personal Data, and to request access to, rectification, erasure and portability of your own Personal Data. You can exercise your rights at any time by contacting us at firstname.lastname@example.org.
If you are aware of changes or inaccuracies in your information, you should inform us of such changes so that our records may be updated or corrected. You may lodge a complaint with a supervisory authority if you consider that our processing of your Personal Data infringes applicable law.
We use the following cookies:
Strictly necessary cookies. These are cookies that are required for the operation of the Website. They include, for example, cookies that enable you to access secure areas of the Website.
Analytical/performance cookies. These cookies collect information about website usage. They allow us to recognise and count the number of visitors and to see how visitors move around the Website when they are using it. This helps us to improve the way the Website works.
Functionality cookies. These cookies remember choices you make to improve your experience on the Website.
Targeting cookies. These cookies record your visit to the Website, the pages you have visited and the links you have followed. We will use this information to make the Website and the information displayed on it more relevant to your interests. We may also share this information with third parties for this purpose.
You can block cookies by activating the setting on your browser that allows you to refuse the setting of all or some cookies. Alternatively, you may wish to visit www.allaboutcookies.org for comprehensive information on how to do this on a wide variety of browsers.
Please note that if you disable cookies, you may not be able to access all or parts of the Website.
Version: 5 June 2018
Trounceflow Limited, a company incorporated in England & Wales with number 10367410 (“Trounceflow”), and whose registered address is Devonshire House, One Mayfair Place, London, United Kingdom, W1J 8AJ, provides access to a website containing statistical information and related content to Subscribers (“Services”). Trounceflow provides Subscribers with the Services subject to the terms of the Agreement (as defined below). Subscribers accept the terms of the Agreement by ordering or using the Services.
1.1 In these Conditions:
“Approved User” an employee, advisor, contractor or consultant of the Subscriber Group;
“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
“Charges” means, in respect of the initial Contract Year, the Charges amount as specified in the Order (and in respect of any subsequent Contract Year, the amount specified in the Order subject to any adjustment made by Trounceflow in accordance with these Conditions);
“Commencement Date” means first day of the first Contract Year (as may be specified in the Order);
“Conditions” means these terms and conditions, as updated from time to time;
“Confidential Information” means all information (in any medium or format, including written, oral, visual or electronic) which is marked or described as confidential, or by its nature is confidential, and which relates to the a party (“Disclosing Party”) or its employees, officers, customers or suppliers and which is directly or indirectly disclosed by the Disclosing Party to the other party (“Recipient Party”) in the course of their dealing relating to the Agreement, whether before or after the Commencement Date. However, the following information is not “Confidential Information”:
(a) information which is in the public domain other than as a result of a breach of the Agreement;
(b) information which the Recipient Party received, free of any obligation of confidence in relation to that information; and
(c) information which was developed or created independently by or on behalf of the Recipient Party.
“Content” means the statistical information and related content (as may include reports, insight and other commentary) made available by Trounceflow to the Subscriber via the Website (or otherwise) in accordance with the Agreement;
“Contract Year” initially means the period of 12 months commencing on the Commencement Date (the first Contract Year). Each subsequent Contract Year shall mean a period of 12 months commencing on the anniversary of the Commencement Date upon the expiry of the immediately preceding Contract Year;
“Group” means in respect of any person, that person and any and all group undertakings (as such term is defined in Section 1161 of the Companies Act 2006 as amended) from time to time of that person;
“Intellectual Property Rights” means (i) patents, inventions, designs, copyright and related rights, database rights, trade marks, trade names (whether registered or unregistered), and rights to apply for registration, (ii) proprietary rights in domain names, (iii) knowhow and trade secrets, (iv) applications, extensions and renewals in relation to any of these rights, and (v) all other rights of a similar nature or having equivalent effect anywhere in the world;
“Order” means a request for access to the Services by a Subscriber in such format as may be specified by Trounceflow from time to time;
“Subscriber” means the person or firm who purchases the Services; and
“Website” means the website operated or controlled by Trounceflow to provide the Services.
1.2 In these Conditions:
1.2.1 a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a “party” includes its successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statutory provision, as amended or re-enacted;
1.2.4 any phrase introduced by the terms, include, including, in particular, or any similar expression shall be construed as illustrative and shall not limited the sense of the words preceding these terms; and
1.2.5 all dates and time shall be determined by reference to the date and time in London, England.
2.1 The Agreement shall commence on the Commencement Date and continue during the first Contract Year. Upon the expiry of each Contract Year, the Agreement shall be automatically renewed for another Contract Year unless terminated by either party in accordance with the Agreement.
2.2 Any early access, trial or testing of the Services by any potential Subscriber shall be subject to the Agreement, save that Trounceflow may terminate such early access, trial or testing at any time, without notice and without liability.
3.1 Trounceflow will permit the Subscriber’s Approved Users to access the Services in accordance with the Agreement through the Website. Trounceflow shall have no obligation to provide access the Services to the Subscriber’s Approved Users in excess of the number stated in the Order.
3.2 Trounceflow may at any time change the Services and will use reasonable efforts to notify the Subscriber of any adverse material changes to the Services.
3.3 Trounceflow may from time to time agree to provide the Subscriber with additional services to the Services (for example, but without limitation, by providing additional statistical information at the request of the Subscriber). Save as may be expressly agreed between the parties to the contrary by formal written agreement, such additional services shall be provided under the terms of the Agreement (as though Services) and subject to such further charges (if any, as the parties may so agree) as shall be payable by the Subscriber to Trounceflow.
4.1 The Subscriber shall be entitled to nominate a number of Approved Users, up to the maximum number of Approved Users as set out in the Order. Subject to the preceding, the Subscriber may vary the identity and/or details of the individuals nominated as Approved Users by written notice to Trounceflow.
4.2 Trounceflow shall promptly update its records and user authentication systems to reflect the details of any Approved User (or variation of the details thereof) validly notified by the Subscriber to Trounceflow.
4.3 An Approved User’s access to the Services may be subject to such user authentication procedures, confirmations and limitations to ensure fair and reasonable use, in each case as Trounceflow may reasonably require (as may include, without limitation, that the Approved User enter a passcode sent by SMS message to his/her mobile telephone number to access the Services and that the Approved User confirm his/her agreement to selected terms of the Agreement).
4.4 In nominating an Approved User, the Subscriber shall give written notice to Trounceflow of such information (as may include, without limitation, his/her name, his/her e-mail address; and his/her mobile telephone number (which shall be capable of receiving SMS messages)) as Trounceflow may reasonably require in connection with the provision of the Services (including user authentication and monitoring of access).
4.5 The Subscriber shall procure that each person nominated as an Approved User complies with the Agreement.
5.1 As between the parties, all Intellectual Property Rights in the Services and Content shall belong to Trounceflow and nothing in the Agreement shall have the effect of transferring the ownership of such Intellectual Property Rights to the Subscriber.
5.2 The Subscriber may use, copy, summarise, combine with other content, or create derivative works from, any discrete items of Content selected by an Authorised User for the Subscriber Group’s business purposes. Unless expressly stated otherwise in the Agreement, the Subscriber shall not copy, reproduce, publicise, resell, transfer, sublicense, permit access to or otherwise make available, any Content or Services (or any part thereof) to any person who is not an Authorised User without the prior written consent of Trounceflow.
5.3 The Subscriber must provide, at its own cost and expense, such equipment and services as are necessary to access and use the Services and Content.
5.4 The composition, format and presentation of the Content (including any platform, media, application or program used in connection with the operation of the Website) may be changed at any time by Trounceflow. Trounceflow will use reasonable efforts to give notice to the Subscriber of any significant change which is expected to adversely impact the accessibility of the Services.
6.1 The Subscriber shall pay the Charges to the Supplier in accordance with this clause 6.
6.2 The Subscriber shall be responsible for and pay any VAT and other sales or similar taxes imposed on any fees or charges for the Services.
6.3 Save for the first Contract Year, Trounceflow shall be entitled to vary the Charges for any subsequent Contract Year(s) by giving the Subscriber at least thirty (30) days’ written notice prior to the commencement of the relevant subsequent Contract Year(s). In such circumstances the Subscriber may have a right of termination under clause 12.3.
6.4 Upon the commencement of a Contract Year the Subscriber shall become liable to pay the Charges for the whole of that Contract Year in advance. Save as expressly provided for in clause 13.1.2, no refund shall be payable in the event that the Agreement is terminated for any reason prior to the expiry of that Contact Year.
6.5 The Subscriber shall pay in full all Charges for which it is liable and which have been invoiced by Trounceflow within thirty (30) days of such invoice.
6.6 If the Subscriber fails to make payment in accordance with this clause 6, then Trounceflow shall be entitled to:
6.6.1 charge interest on the overdue amount at a rate of four (4)% above the base rate of Barclays Bank plc in London from time to time in force from the date on which such amount fell due until payment, whether before or after judgment; and/or
6.6.2 suspend access to the Services until payment is made by the Subscriber in accordance with this clause 6.
7.1 The Recipient Party will hold the Disclosing Party’s Confidential Information in confidence, will use it solely for the purpose of the Agreement and will not disclose any part of it to any third party except to members of the Recipient Party’s Group, consultants and third-party contractors (including professional advisors, accountants and legal representatives) who are acting on behalf of the Recipient Party and are bound by, or are otherwise protected by legal privilege or confidentiality and non-disclosure commitments substantially similar to those contained in the Agreement.
8.2 Before the Subscriber provides any personal data relating to an Approved User to Trounceflow pursuant to clause 4.4, and where required by the Data Protection Law, the Subscriber shall provide appropriate notice to and obtain the consent of such Approved User.
8.3 Each party shall comply at all times with their respective obligations under the Data Protection Law and shall not perform its obligations under the Agreement in such a way as to cause the other party to breach any of its applicable obligations under the Data Protection Law.
8.4 In this clause 8, Data Protection Law means the General Data Protection Regulation of the European Union as repealed and amended from time to time, and “personal data”, and “processing” shall have the meanings given to them in Data Protection Law.
9.1 To the extent permitted by applicable law, Trounceflow disclaims all other conditions, warranties or other terms which might have effect between the parties with respect to the Services, or be implied or incorporated into the Agreement, whether by statute, common law or otherwise, including any implied conditions, warranties, or other terms relating to satisfactory quality, reasonable skill and care, fitness for any particular purpose or ability to achieve a particular result. The Services are delivered “as is” and without warranty of any kind.
9.2 Subscriber acknowledges that Trounceflow is an aggregator and provider of information for general information purposes. Trounceflow does not provide, and Content shall not be relied upon as though it were, financial, tax, accounting, legal or other professional advice.
9.3 Subscriber assumes full responsibility and risk of, and Trounceflow shall not be liable for any loss which results from any transactions or decisions made by the Subscriber on the basis of the Services or Content.
9.4 Content may include, or be derived from, data or other information published, made available, or placed in the public domain, by, third parties or otherwise obtained by Trounceflow from third party sources (“Third Party Source Data”). Content may be obtained and generated from Third Party Source Data by automated processes. Trounceflow does not review or independently verify the accuracy of any Third Party Source Data. Trounceflow gives no warranty or other assurance, with respect to the accuracy of any Content which includes or is derived from Third Party Source Data (“Derived Content”). Trounceflow shall have no liability whatsoever with respect to loss or damage arising out of or in connection with any inaccuracy, error or omission in, or any unauthorised use or disclosure of, any Third Party Source Data (including any consequent inaccuracy, error or omission in any Derived Content).
9.5 Content may be obtained and generated by automated processes (as may include, without limitation, ‘spider’ programs which gather information from websites, and algorithms, calculations and programs which manipulate and present information so gathered) (“Automated Processes”). The Subscriber acknowledges that Automated Processes may be interrupted, disrupted or otherwise fail to operate in a manner which generates the intended Content (for example, but without limitation, in the event of a change in the presentation format of information at the source from which it is gathered). Trounceflow will use commercially reasonable efforts to seek to correct or remove any error of which it is aware in Trounceflow’s Automated Processes where such Automated Process is not generating the intended Automated Content (a “Process Failure”). Trounceflow shall have no liability whatsoever with respect to loss or damage arising out of or in connection with any Process Failure.
10.1 Nothing in the Agreement shall operate as to limit or exclude the liability of either party to the other for death or personal injury arising out of negligence, for fraud or any other liability which cannot be limited or excluded by law.
10.2 Subject to clause 10.1, the total aggregate liability of Trounceflow to the Subscriber, arising out of or in connection with the Agreement, including liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty, (a “Default”) shall not exceed the Charges paid by the Subscriber in the Contract Year(s) in which such Default occurred.
10.3 Trounceflow shall not be liable for any of the following types of loss or damage arising out of or in connection with the Agreement, whether such types of loss or damage arise in relation to liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty or otherwise:
10.3.1 any loss or damage incurred by the Subscriber, any member of the Subscriber Group or any Authorised User, as a result of third party claims;
10.3.2 any loss of profits, business, contracts, customers, anticipated savings, goodwill, revenue or similar financial losses, any wasted expenditure, or any loss damage or corruption of data (regardless of whether any of these types of loss or damage are direct, indirect or consequential); or
10.3.3 any indirect or consequential loss or damage whatsoever, even if Trounceflow was aware of the possibility that such loss or damage might be incurred by the Subscriber, any member of the Subscriber Group or any Authorised User.
11.1 Subject to clause 10.1, Trounceflow shall have no liability arising out of or in connection with the Agreement to any person other than the Subscriber.
11.2 The Subscriber shall indemnify and hold harmless Trounceflow against any loss, liability, cost or expense suffered or incurred by Trounceflow arising directly or indirectly as a result of any claim made against Trounceflow by any member of the Subscriber’s Group (other than the Subscriber), any Authorised User, or any employee, officer, consultant, contractor, customer or supplier of any member of the Subscriber’s Group in connection with the Agreement (including, without limitation, any use of the Services or Content by any member of the Subscriber’s Group, any Authorised User, or any employee, officer, consultant, contractor, customer or supplier of any member of the Subscriber’s Group).
12.1 Trounceflow may at any time suspend access to all or part of the Services at any time, including where required to do so by applicable law or regulation or to protect Trounceflow’s systems and security, or to conduct scheduled or emergency maintenance. Where practicable, Trounceflow will endeavour to provide reasonable prior notice of any material non-availability to the Services resulting from their suspension under this clause 12.1. Where Trounceflow suspends access to all (or substantially all) of the Services for more than thirty (30) days, the Subscriber shall, without limiting its rights and remedies, have the right, exercisable if and for so long as access to the Services continue thereafter to be so suspended, to terminate the Agreement by giving written notice to Trounceflow.
12.2 Either party may terminate the Agreement at any time without cause by giving the other party at least thirty (30) days’ written notice.
12.3 If during a current Contract Year Trounceflow gives notice of an increase in the Charges payable in respect of any future Contract Year(s) pursuant to clause 6.3, then the Subscriber shall be entitled to terminate the Agreement at the end of the current Contract Year by written notice to Trounceflow served at any time prior to the expiry of the current Contract Year (which notice shall be invalidated if any of the Subscriber’s Authorised Users accesses the Services after the current Contract Year).
12.4 Where a variation to the terms of the Agreement made pursuant to clause 15.10.2 is posted on the Website (or otherwise notified to the Subscriber) the Subscriber may (save where such variation is immaterial or does not impose any new liability or obligation on the Subscriber) at any time during the thirty (30) days subsequent thereto (and prior to the Subscriber’s acceptance (including, without limitation, acceptance by any of the Subscriber’s Authorised Users accessing the Services) of the Agreement, as so varied) be entitled to terminate the Agreement with immediate effect by written notice to Trounceflow.
12.5 Either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
12.5.1 the other party commits a material breach of the Agreement and (if the breach is remediable) fails remedy that breach within ten (10) days of that party being notified in writing of that breach; or
12.5.2 the other party is unable to pay its debts (within the meaning of s 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrate or similar officer appointed over all or any substantial part of its assets, or enters into or proposes to enter into any arrangement with its creditors generally, or is subject to any analogous event or proceeding any applicable jurisdiction.
13.1 On termination or expiry of the Agreement:
13.1.1 the Subscriber shall (and shall procure that its Authorised Users) immediately cease using the Services;
13.1.2 in the event of:
(a) termination by Trounceflow (other than termination by Trounceflow for the Subscriber’s breach of the Agreement or insolvency in accordance with clause 12.5); or
(b) termination by the Subscriber pursuant to clause 12.1; or
(c) termination by the Subscriber for Trounceflow’s breach of the Agreement or insolvency in accordance with clause 12.5; or
(d) termination by the Subscriber pursuant to clause 12.4, or
(e) termination by the Subscriber pursuant to clause 15.1.3,
the Subscriber shall be entitled to a pro-rata refund of the Charges it has paid for any remaining unexpired portion of the then current Contract Year as of the effective date of termination. Such pro-rata refund shall be calculated at a daily rate equal to: (x) the amount of the Charges previously paid for the current Contract Year, divided by (y) 365 days); and
13.1.3 each party must promptly return or destroy any Confidential Information of the other party in its possession, custody or control.
13.2 Each party’s further rights and obligations under the Agreement shall cease immediately on termination or expiry of the Agreement, provided that the termination of the Agreement for any reason shall not affect the:
13.2.2 accrued rights and obligations of the parties as at the date of termination or expiry (including, without limitation, any liability to pay any Charges (whether or not an invoice has been issued in respect thereof)).
14.1 Trounceflow has the right (by itself or through its representatives) to audit the Subscriber, on at least fifteen (15) days’ written notice and during Subscriber’s normal business hours, to verify Subscriber’s compliance with the Agreement. Trounceflow may not conduct such an audit more than once in any twelve (12) month period unless Trounceflow has reason to suspect that the Subscriber is non-compliant. The Subscriber shall provide Trounceflow and its representatives (if applicable) with reasonable access to the Subscriber’s records, information, employees and any other information reasonably necessary for Trounceflow to conduct an audit under this clause 14.1.
14.2 If an audit reveals that Subscriber has breached any other material aspect of the Agreement, the Subscriber will pay Trounceflow’s costs of undertaking the audit and the parties shall agree a reasonable adjustment to the Charges to reflect any usage in excess of the Subscriber’s contractual entitlements.
15.1 Force majeure
15.1.1 For the purposes of the Agreement, “Force Majeure Event” means an event beyond the reasonable control of Trounceflow including but not limited to strikes, lock-outs or other industrial disputes (whether involving Trounceflow workforce or any other party), failure of a utility service or communications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, break down of plant or machinery, fire, flood, store, or default of suppliers or subcontractors.
15.1.2 Trounceflow shall not be liable to the Subscriber as a result of any delay or failure to perform its obligations under the Agreement as a result of a Force Majeure Event.
15.1.3 If the Force Majeure Event prevents Trounceflow from providing any of the Services for more than thirty (30) days, either party shall, without limiting its rights and remedies, have the right, exercisable if and for so long as the Force Majeure Event thereafter continues to prevent Trounceflow from providing the Services, to terminate the Agreement by giving written notice to the other party.
15.2 Entire agreement
The Agreement constitutes the entire agreement between the parties. The Subscriber acknowledges that it has not relied on any statement, promise or other representation made or given by or on behalf of Trounceflow which is not set out in the Agreement, and waives all rights and remedies which might otherwise be available to it in relation to any such statement, promise or representation but for this clause 15.2.
15.3.1 The person signing or otherwise concluding the Agreement on behalf of a party represents that he/she is authorised by such party to sign it for and on behalf of such party.
15.3.2 Each party confirms that the Agreement is and shall be valid and binding upon it in accordance with the terms of the Agreement.
15.4 Assignment and subcontracting
15.4.1 Either party (a transferring party) may, by written notice to the other party (the continuing party), assign and transfer the whole of its rights and obligations under the Agreement to any person (the new party) who :
(a) is a member of the transferring party’s Group; or
(b) assumes conduct of the business of the transferring party (or that part of the business of the transferring party to which the performance of the Agreement relates) pursuant to a merger, reorganisation, or transfer of business and assets,
provided that the transferring party and new party shall execute, and deliver, a legally binding, enforceable and unconditional deed of undertaking, in favour of the continuing party, pursuant to which the new party undertakes to comply with and be bound by the terms of the Agreement, and to assume the rights and obligations of the transferring party in substitution of the transferring party (and Agreement shall thereafter be effective as between the continuing party and the new party to the exclusion of the transferring party). Such transfer shall not relieve the transferring party of any antecedent obligation or liability arising with respect to the period prior to the date of transfer.
15.4.2 Save as provided in clause 15.4.1, neither party may assign or otherwise transfer any of its rights or obligations under the Agreement without the prior written consent of the other party.
15.5.1 All notices or other communications required to be given by a party under or in connection with the Agreement may be given in writing or sent by email. Notices to the Subscriber may be given to the Subscriber contact whose details are set out in the Order (or such other contact whose details may be provided by the Subscriber for the purposes of communications in connection with the Agreement). Notices to Trounceflow may be sent to its registered office or by email to email@example.com.
15.5.2 Notices of breach of the Agreement shall be in writing and sent by registered mail, courier or delivered in person at the address set out on the latest Order form between the parties (or such other contact whose details as may be provided by one party to the other for the purposes of communications in connection with the Agreement).
15.5.3 Trounceflow may give technical or operational notices or other notices on the Website or otherwise within the Services themselves.
The failure to exercise, or delay in exercising, a right power or remedy provided by the Agreement or by law shall not constitute a waiver of that right, power or remedy. If a party waives a breach of any provision of the Agreement, this shall not operate as a waiver of a subsequent breach of any other provision.
If any provision, or part of a provision, of the Agreement is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be deemed not to form part of the Agreement, and the legality, validity or enforceability of the remainder of the provisions of the Agreement shall not be affected, unless required by operation of applicable law.
15.8 No partnership
Nothing in the Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor shall constitute any party the agent of the other party. No party shall have the authority to act as agent for, or to bind, the other party in any way.
15.9 Third party rights
A person who is not a party to the Agreement may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.
15.10.1 Trounceflow may modify or discontinue any aspect of the Service from time to time, but shall not thereby change the fundamental character of the Services (being the provision of statistical information concerning emerging market bonds). Trounceflow will use reasonable efforts to notify the Subscriber of any significant adverse change.
15.10.2 Trounceflow shall be entitled to vary the terms of the Agreement (in whole or in part) by posting the terms of the Agreement, as so varied, on the Website (or otherwise providing notice thereof to the Subscriber). Trounceflow will use reasonable efforts to notify the Subscriber of any such variation. Access of the Services by any of the Subscriber’s Authorised Users at any time after the terms of the Agreement, as so varied, have been posted on the Website (or otherwise providing notice thereof to the Subscriber) shall constitute the Subscriber’s acceptance of the terms of the Agreement, as so varied, which shall thereafter be effective in substitution of the prior unvaried Agreement terms. The Subscriber may have the right to terminate the Agreement in accordance with clause 12.4
15.10.3 Except as stated otherwise in the Agreement, no variation of the Agreement shall be effective unless made in writing and signed by or on behalf of the authorised representatives of the parties.
Each party shall bear its own costs and expenses in connection with the preparation, negotiation and execution of the Agreement.
15.12 Governing law and jurisdiction
The Agreement, and any dispute or claim arising out of or in connection with the Agreement (including any non-contractual disputes or claims) shall be governed by English law. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement.