*The following Terms and Conditions apply to all subscriptions of the DataGuidance Platform (defined below), except where you have executed a subscription agreement with OneTrust LLC (or any of its affiliates) containing different terms and conditions.
DATAGUIDANCE IS A TRADING NAME OF ONETRUST DATAGUIDANCE LTD
Please take time to read these terms and conditions (“TERMS AND CONDITIONS“) carefully. They govern your use of the DataGuidance Platform (defined below) and contain important information about your rights and obligations in connection with your use of the DataGuidance Platform. You are strongly advised to print and retain a copy of these Terms and Conditions for your records when you first start using the DataGuidance Platform.
All references to “WE”, “OUR” or “US” in these Terms and Conditions refer to OneTrust DataGuidance Limited (registered company number of 02676976 and registered VAT number GB577806103), whose registered office is at 82 St. John Street, London, England, EC1M 4JN, United Kingdom.
All references to “YOU”, “YOUR(S)”, “USER” in these Terms and Conditions refer to the company or business accessing the DataGuidance Platform, whether such access is as a Registered User or Professional User (as defined below).
You agree on behalf of yourself and any persons (including your employees) who are authorised by you to use the DataGuidance Platform to abide by these Terms and Conditions. It is your responsibility to ensure that all authorised persons read and understand these Terms and Conditions before using the DataGuidance Platform. You will procure that you, any individual and/or any authorised persons that use the DataGuidance Platform have registered for access to the DataGuidance Platform in accordance with paragraphs 5 and 6 below (each a “NOMINATED USER”) and that those employees comply with all applicable provisions of these Terms and Conditions.
Access to the Website and DataGuidance Platform is restricted to business users only. By signing up to these Terms and Conditions you confirm that you are either a business, company or individual acting in the course of your trade, business, craft or profession. Any attempt by an individual acting outside of this remit (including as a “consumer” as defined in the Consumer Rights Act 2015), to (i) access the Website and DataGuidance Platform and/or (ii) sign up to these Terms and Conditions, is not permitted and shall be null and void. We reserve the right to immediately suspend or terminate a Nominated User’s access to the Website and DataGuidance Platform if we discover that they are not a business user.
Note the disclaimers and limitations of liability in paragraphs 12-14.
1. THE DATAGUIDANCE PLATFORM
(a) The DataGuidance Platform is an information service (accessed via the website at https://corporate.dataguidance.com (“WEBSITE”)), which allows you to access various resources and materials in the area of privacy and data protection, including daily news alerts, our Ask-An-Analyst service, report downloads, key legal and regulatory developments, case law, legislation, news, comments, analysis, information about relevant seminars and conferences, webinars and demonstrations, and any other information published on the Website (the “DATAGUIDANCE PLATFORM“).
(b) The DataGuidance Platform is only available to business users. It is not available to consumers. Therefore, if you are an individual acting outside your trade, business, craft or profession, you should not access the Website or use the DataGuidance Platform.
2. YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS
(a) By using the DataGuidance Platform, you agree to be bound by these Terms and Conditions, whether you are using the DataGuidance Platform as:
(i) a “REGISTERED USER” (any company or business who registers one or more Nominated Users to have access to the DataGuidance Platform in accordance with paragraph 5 of these Terms and Conditions, to receive free content by email including news alerts, brochure downloads, access to videos and webinars, demonstrations or enforcement reports); or
(ii) a “PROFESSIONAL USER” (a company or business that subscribes for our paid-for services available on the DataGuidance Platform, registered in accordance with paragraph 6 of these Terms and Conditions).
(b) If you do not agree to or abide by these Terms and Conditions, you should not use the DataGuidance Platform.
(c) You warrant that the individual that registers you as a Registered User or a Professional User and that accepts these Terms and Conditions on your behalf has the authority to legally bind you to these Terms and Conditions and to provide and maintain the necessary registration data for this purpose.
3. APPLICABLE TERMS AND CONDITIONS CHANGES TO THE TERMS AND CONDITIONS
(a) Notwithstanding paragraph 3(b), if your contract with DataGuidance started prior to 22 May 2018, your contract will continue to be subject to the Terms and Conditions which were current at the time you first started to access the Website and the DataGuidance Platform. Please contact [email protected] to receive a copy of these previous Terms and Conditions if you have not retained a copy. Should you choose to renew your Subscription Period, the then current Terms and Conditions, posted on our Website, will govern our on-going contract with you following such renewal and will replace and supersede any previous terms.
(b) Subject always to paragraph 3(a), we reserve the right to change, modify, add or remove any portion of these Terms and Conditions. We will post any changes and/or updated versions of the Terms and Conditions on the Website. Revised Terms and Conditions are effective on the date that they are posted on the Website and will form the basis of any contracts entered into by us after that date. Please check the Website from time to time to see if any changes to the Terms and Conditions have been made.
(c) Your use or continued use of the DataGuidance Platform after any changes to the Terms and Conditions are posted on the Website will indicate your agreement to such changes.
4. CHANGES TO OUR SERVICES
We may terminate, change, suspend or discontinue any aspect of the DataGuidance Platform, including but not limited to content and hours of availability of the DataGuidance Platform, at any time. Such changes, modifications, additions or deletions to the DataGuidance Platform shall be effective immediately upon giving notice to you pursuant to paragraph 3 above. We may also impose limits on certain features and restrict your access to parts of the DataGuidance Platform. If you do not agree with the changes, you should discontinue using the DataGuidance Platform and terminate your membership Registered User in accordance with the provisions of paragraph 10(a) or as a Professional User in accordance with the provisions of paragraph 10(b).
5. REGISTERED USERS
This paragraph 5 applies to any company or business that registers on the DataGuidance Platform to become a Registered User and receive access to the free version of the DataGuidance Platform and receive free content by email.
(a) To register as a Registered User you must:
(i) complete the relevant online form, including your contact details and the full name and email address of the individual from your company or business that will be your Nominated User, ensuring that the information you submit to us is truthful and accurate as we are entitled to rely on any information which you submit to us. Please ensure that you keep us informed of any changes to your contact and registration information to maintain the accuracy of such information; and
(ii) tick the checkbox to confirm your acceptance of these Terms and Conditions.
On completion of the above registration process a contract will be formed between you and us for your access to free content provided by us through the DataGuidance Platform. The above registration process must be completed by a representative from your company or business with the authority to legally bind you to these Terms and Conditions.
(b) Each Nominated User from your company or business must be registered individually. If you want multiple users within your organisation to have access to the DataGuidance Platform, each user must be registered.
(c) We may, in our sole and absolute discretion, offer you a free trial of our paid-for content available through the DataGuidance Platform by making the paid-for content available to one or more of your Nominated Users for a trial period. Any such free trial offered by us may be withdrawn or terminated without cause immediately by us at our sole discretion. If you choose not to subscribe for our paid-for content at the end of your the free trial, your Nominated Users will still have access to our free content, subject to these Terms and Conditions.
6. PROFESSIONAL USERS
This paragraph 6 applies to any company or business that subscribes to the “paid for” DataGuidance Platform.
(a) You may become a Professional User of the DataGuidance Platform on a subscription basis. Subscriptions are usually offered for periods of 12, 24 or 36 months, payable by way of an annual licence fee and you will be required to pay the applicable licence fee in advance for the full length of the subscription period purchased (i.e. 12, 24 or 36 months). You may nominate one or more users from your organisation to access the DataGuidance Platform under your Professional User licence, subject to payment of the applicable licence fee.
(b) To become a Professional User you must:
(i) Contact a DataGuidance representative by telephone on: +44 (0)20 7012 1380 or by email on: [email protected] (or directly to a DataGuidance representative via their email) and provide the following details;
- The address of your place of business;
- Your chosen DataGuidance Platform type (e.g. Global, US, Europe or UK)
- Your contact details, and
- The number of, names of and email addresses (if available) of your Nominated Users.
We will then calculate the applicable annual licence fee based on your chosen DataGuidance Platform type, required subscription period, and the number of Nominated Users and send you an order summary, which will contain the details above, as well as:
- The amount of the annual licence fee payable by you and our payment terms;
- Confirmation of the length of your licence subscription (“SUBSCRIPTION PERIOD”); and
These details together form the order summary (“ORDER SUMMARY”).
pri(c) We will ask you to respond to our Order Summary by email confirming that you accept the Order Summary and that you wish to proceed with your subscription as a Professional User of the DataGuidance Platform. By providing this confirmation, or by paying the applicable licence fee to us in accordance with paragraph 6(i), you agree to be bound by these Terms and Conditions.
(d) You will ensure that the information you submit to us is truthful and accurate as we are entitled to rely on any information which you submit to us. Please ensure that you keep us informed of any changes to your contact information to allow us to maintain the accuracy of such information.
(e) On completion of the registration process in accordance with paragraph 6(b) above, we will confirm your order for a Professional User licence subscription by sending you a username and password for each Nominated User, and an invoice for the annual licence fee (or a receipt for your payment of the annual licence fee if this has already been paid by you) (“ORDER CONFIRMATION“). Only the individual(s) named in the Order Confirmation shall be deemed to be authorised Nominated Users. If you wish to add additional Nominated Users to your Professional User licence subscription during the term of your licence, you may do so subject to our agreement and your payment of the applicable additional licence fees.
(f) A contract between you and us for your Professional User licence subscription will come into effect on the date of the Order Confirmation (“Start Date“). The above registration process must be undertaken by a representative from your company or business with the authority to legally bind you to these Terms and Conditions.
(g) Your Professional User licence subscription will be available from the Start Date for your Subscription Period, subject to your payment of the applicable annual licence fees, unless your Professional User licence subscription is terminated earlier pursuant to paragraph 10 below. Your Professional User licence subscription owill automatically expire at the end of your Subscription Period, unless you have confirmed and paid for a renewal.
(i) You must pay the full licence fee for the full Subscription Period your Professional User licence subscription to us within thirty (30) days of the Start Date (as defined in paragraph 6(g) above).
(ii) We will invoice you for the appropriate subscription fee separately in the Order Confirmation.
(iii) The fees are payable in British Pounds Sterling, United States Dollars or Euros, depending on your place of business. Such fees are exclusive of Value Added Tax. VAT may be applied to such fees, if appropriate (based on the location of your business entities and/or Nominated User(s) accessing the DataGuidance Platform during the Subscription Period.
(iv) Payment may be made by BACS, CHAPS or IBAN to the bank nominated by us in our invoice. We will only take payments via the telephone at our sole discretion. You may also send payments to us at our address below set out in paragraph 16 by cheque.
(v) If you fail to pay any charges when due, we shall be entitled at our discretion to levy interest on all outstanding amounts due at a rate of two per cent above Barclays Bank plc’s base rate calculated on a daily basis.
(vi) We reserve the right to suspend or terminate your access as a Professional User to the DataGuidance Platform, for any reason, including if you fail to pay any amount when due. If payment authorisation is not received or any authorisation is subsequently cancelled, we may immediately terminate and suspend your access as a Professional User to the DataGuidance Platform.
(i) Three (3) months prior to the expiry of your then current Subscription Period to the DataGuidance Platform, we will send you a renewal notification for your Professional User licence subscription, setting out any changes to the DataGuidance Platform, and a renewal summary containing the following information (a “RENEWAL SUMMARY”);
- The proposed renewal period, including the renewal start date
- The annual licence fee payable for the renewal period
- Your place of business
- Your chosen DataGuidance Platform (Global, US, Europe or UK)
- Your contact details
- The number of, the names of and the email addresses of your then current Nominated Users
- Our payment terms
The Renewal Summary will ask you whether you wish to renew your Professional User licence subscription.
(ii) If you wish to renew your Professional User licence subscription, you must respond to our Renewal Summary by email confirming that you accept the Renewal Summary and pay the annual licence fee for the first year of your renewal period no later than the renewal start date. If no payment is received by such renewal start date, your Profession User licence subscription, including your access to the DataGuidance Platform for all of your Nominated Users, will automatically terminate at the end of the current Subscription Period. By providing this confirmation you agree to be bound by the Terms and Conditions as notified to you in the Renewal Summary.
7. USERNAME AND PASSWORD SECURITY
(i) You will receive one username and password per Nominated User that you have registered.
(ii) You must ensure that all of your Nominated Users keep their usernames and passwords secure and confidential, and do not share their log-in information with any other person (including other Nominated Users), even within your organisation.
(iii) We will notify you of any other restrictions on the use of your username(s) and password(s) separately. Such user restrictions will form part of these Terms and Conditions.
(iv) In the event that your Nominated Users choose to change the password allocated by us, to their own memorable password, we recommend that they do not select an obvious user password (such as their name). We recommend that their password is at least 6 characters and uses a combination of lowercase letters, uppercase letters, numbers, and special characters.
(v) You agree to be responsible for all use of the DataGuidance Platform made by anyone accessing the DataGuidance Platform through the accounts of your Nominated Users. You will, and will procure that your Nominated Users will, prevent all unauthorised use of your Nominated Users’ usernames and passwords to the extent that it is within your or their reasonable control.
(vi) You agree to notify us immediately if you suspect any unauthorised use of any account, username or password of your Nominated Users. You also agree not to, and to ensure that none of your employees or any of your Nominated Users do not, use the username and password of another Registered User or Professional User at any time.
(vii) If you believe that there has been any breach of security such as the disclosure, theft or unauthorised use of any username and password allocated to any of your Nominated Users, you must notify us immediately at our contact details listed in paragraph 16 below.
(viii) Failure to comply with the obligations in this paragraph 7 will be deemed to be a material breach of these Terms and Conditions and we will be entitled to terminate your access as a Registered User or a Professional User to the DataGuidance Platform, and to close the accounts of all of your Nominated Users, immediately pursuant to paragraph 10 below.
8. PERMITTED USE
(a) The content on the DataGuidance Platform, including without limitation, the text, data, software, scripts, graphics, photos, features (“CONTENT”) and the trade marks, names and logos contained therein (“MARKS“), are owned by or licensed to us, subject to copyright and other intellectual property and similar rights.
(b) We grant you a limited, revocable, non-sub-licensable licence to:
(i) search, view, copy, print out, reproduce and display on your computer the Content and Marks solely for your own business use in connection with viewing the Website and using the DataGuidance Platform; and
(ii) share copies of the Content with colleagues within your own organisation only on an ad hoc basis, for internal use within your organisation, such as a meeting or report or other ad hoc requests.
(c) You agree to use the DataGuidance Platform in a manner which is consistent with all applicable laws and regulations. You agree to use any Crown Copyright material accessed or received via the DataGuidance Platform in accordance with the National Archives guidance notes on Crown Copyright, , as amended or replaced from time to time, details of which can be found at: http://www.nationalarchives.gov.uk/information-management/re-using-public-sector-information/uk-government-licensing-framework/crown-copyright/.
9. RESTRICTION ON USE OF THE SERVICES
(a) You shall not share the Content outside your organisation, for example with clients, and you do not have the right to copy the Content into advice to your clients.
(b) You may not otherwise copy, reproduce, modify, publish, adapt, create derivative works of, store, distribute, transmit, broadcast, publicly display, disassemble, decompile, reverse engineer, download, post, sell, license, or otherwise commercially exploit the Content and Marks appearing on the DataGuidance Platform.
(c) You may not, without our prior written consent:
(i) remove the copyright or trade mark notice from any copies of the Content made under these Terms and Conditions;
(ii) create a database in electronic or structured manual form by systematically and/or regularly downloading, caching, printing and storing all or any of the Content; or
(iii) frame or harvest the Content for similar purposes.
(d) You agree that you:
(i) will not use the DataGuidance Platform to transmit or upload any material that contains software viruses, worms, Trojan Horses or any other computer code, file, programs or destructive features designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, including but not limited to the DataGuidance Platform;
(ii) will not use the DataGuidance Platform for any immoral or illegal purpose;
(iii) will not in any way damage, disable or impair the operation of the DataGuidance Platform, or attempt to gain unauthorised access to the DataGuidance Platform, by hacking, spoofing or such similar means;
(iv) are responsible for implanting sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular requirements for the accuracy of data input and output. You are responsible for ensuring that your computer system meets all relevant technical specifications necessary to use the DataGuidance Platform and that it is compatible with the DataGuidance Platform. We give no warranty, condition or other term that the DataGuidance Platform is compatible with all computer systems and browsers.
(e) When submitting a query to any Q&A based services, such as the Ask-An-Analyst service or similar, which are available via the DataGuidance Platform, you will take reasonable steps to ensure that you do not:
(i) submit any confidential information, including any confidential information which identifies the subject matter of or parties to a transaction or dispute or breach any legal or professional duty; or
(ii) rely on or use the content of our response to a query in advice to your clients, without applying your own legal knowledge and consideration.
(a) Registered User
(b) Professional User
(i) If you are a Professional User, you shall be entitled to terminate your Professional User licence subscription if the DataGuidance Platform has been suspended by us for a period of more than one (1) month or if we make any changes to the DataGuidance Platform that significantly reduce the services being provided via the DataGuidance Platform .
(ii) You can terminate your Professional User licence subscription in accordance with paragraph 10(b)(i) by sending a written notice to us at our contact details set out in paragraph 16 below. Notice of termination will be effective upon receipt by us.
(iii) If the provisions at paragraph 10(b)(i) above apply, you shall be entitled to a pro-rata refund of the licence fee paid by you to us in an amount equating to the value of the proportion of the Professional User licence subscription which you have not used.
(c) Our rights of termination
We have the right to terminate your access to the DataGuidance Platform as a Registered User or Professional User (as applicable) at any time:
(i) if you are a Professional User and you have failed to pay the licence fee to us within the required timeframe; or
(ii) if we consider or reasonably suspect that your use of the DataGuidance Platform breaches these Terms and Conditions; or
(iii) if you enter into liquidation or any arrangement or composition with your creditors or if a receiver or administrator or administrative receiver is appointed against any of your assets or business; or
(iv) for any reason on the provision of no less than 30 days written notice by us to you.
(d) Post termination
(i) In the event that we terminate your access to the DataGuidance Platform as a Registered User or Professional User (as applicable), your username and password and your access to the DataGuidance Platform will be disabled immediately and all licences and rights granted to you in these Terms and Conditions shall immediately terminate.
(ii) In the event that we terminate your access to the DataGuidance Platform as a Professional User pursuant to paragraphs 9(d)(i) – (iii) above, you will not receive any refund for any unused period of your Professional User licence subscription which you have paid for up to the date of termination by us.
(iii) In the event that we terminate your access to the DataGuidance Platform as a Professional User pursuant to paragraph 9(d)(iv) above, you shall be entitled to a pro-rata refund of the licence fee paid by you to us in an amount equating to the value of the proportion of the Professional User licence subscription which you have not used.
(iv) Termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation of any provisions which expressly or by their nature impliedly survive termination.
12. THIRD PARTY WEBSITES
(a) The DataGuidance Platform contains hyperlinks to other websites and databases, the content of which have not been authored, reviewed or vetted by us. We are not responsible for the availability of these external sites nor will we endorse nor are we responsible for the contents, products or other materials available on or through such external sites.
(b) Under no circumstances shall we be held responsible or liable, whether directly or indirectly, for any loss or damage caused or alleged to have been caused to you as a Registered User or Professional User, to any of your Nominated Users or to any other employee, your customers, service providers or any other third party, in connection with the use of or reliance on any content, goods or services available on such an external third party website. You should take precautions to ensure protection of your privacy when accessing third party websites.
(a) The DataGuidance Platform is general and educational in nature and is not intended to provide, and should not be relied on as a source of, legal advice. You are solely responsible for your use of the DataGuidance Platform, including your use of any information, services and Content and any conclusions you draw from and any resulting advice that you give as a result of your use of the DataGuidance Platform, including your use of any information, services and Content.
(b) The information and materials provided in or through the DataGuidance Platform may not be applicable in all (or any) situations and should not be acted upon without specific legal advice based on particular circumstances. Moreover, the information and materials provided in or through the DataGuidance Platform, including any hyperlinks, may not reflect the most current legal developments and do not necessarily indicate future developments in the field of privacy or data protection.
(c) You agree that the use of the DataGuidance Platform is at your sole risk. Neither us, our affiliates nor any of our respective employees, agents, third party content providers or licensors warrant that the DataGuidance Service will be uninterrupted or error free or that defects will be corrected, or that the DataGuidance Service or server that makes it available is free of viruses or bugs; nor to the extent permitted by law do we make any representation, warranty of any kind, express or implied, condition or other term as to the title, accuracy, completeness, availability, reliability, merchantability, fitness for purpose, non-infringement, compatibility, security or content of any information, Content or services provided through the DataGuidance Platform. The DataGuidance Platform and Content is provided on an “AS-IS” and “AS AVAILABLE” basis.
(d) We have tried to ensure that all the information and Content provided on the DataGuidance Platform is correct at the time of publication. However no responsibility is accepted by us or on our behalf for any errors, omissions or inaccurate information or Content on the DataGuidance Platform. We do not undertake any obligation to consider whether the information provided to us for the purpose of our Content (including answering a query) is either sufficient or appropriate for any particular actual circumstances. The Content includes archived information and resources, which may be incorrect or out of date.
(e) In specific relation to the Ask-An-Analyst service or similar offerings, which are available via the DataGuidance Platform:
(i) we are not obliged to respond to a query;
(ii) we may provide answers to the same or similar queries asked by a number of our users, and we accept no responsibility and exclude all liability in respect of any conflict which might arise between any of our users in respect of this; and
(iii) we shall not be required to keep confidential any information provided to us by you for the purpose of our answering queries and may publish any answer in the same way as any other Content and will not be obliged to comply with any request to restrict its availability.
14. LIMITATION OF LIABILITY
(a) This paragraph 14 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents, contributors, consultants and sub-contractors) to you in respect of:
(i) any breach of these Terms and Conditions;
(ii) any use made by you of the DataGuidance Platform, including your use of any information, services and Content (or any part of them); and
(iii) any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with these Terms and Conditions.
(b) We shall have no liability for any damage caused by errors, omissions or inaccurate information or Content on the DataGuidance Platform or any actions taken by us at your direction.
(c) All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
(d) Nothing in these Terms and Conditions shall be construed to exclude or limit our liability for death or personal injury to you as a result of our negligence or for fraudulent misrepresentation.
(e) Under no circumstances will we be liable for any of the following losses or damage (whether such losses were foreseen, foreseeable, known or otherwise): (a) loss of data; (b) loss of revenue or anticipated profits and savings; (c) loss of business; (d) loss of opportunity; (e) loss of goodwill or injury to reputation; (f) losses suffered by third parties; or (g) any indirect, special, exemplary or consequential loss, damages, charges or expenses howsoever arising from your use of the DataGuidance Platform, including your use of any information, services and Content (or any part of them).
(f) Subject to paragraph 14 (d) above our total aggregate liability to you in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with these Terms and Conditions shall be limited to the price paid by you for your access to the DataGuidance Platform pursuant to these Terms and Conditions during the twelve (12) months preceding the date on which the claim arose.
(g) Subject to paragraph 14(d) above our total aggregate liability to Registered Users in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with these Terms and Conditions or their use of the DataGuidance Platform shall be limited to £50.00 (fifty pounds).
(a) You agree to indemnify and hold us, our subsidiaries and affiliates, and our respective officers, agents, partners and employees harmless from any loss, liability, claim or demand, including reasonable legal fees, made by any third party due to or arising out of:
(i) your use of the DataGuidance Platform in violation of these Terms and Conditions; and
(ii) any other breach of these Terms and Conditions.
16. CONTACT US
(a) You may send any written notice and/or any complaint to us, or address any questions you may have regarding these Terms and Conditions to OneTrust DataGuidance Limited, 82 St. John Street, London, England, EC1M 4JN, United Kingdom, or by e-mailing us at: [email protected] or calling us on +44 (0)20 7012 1380. Notices will be effective upon receipt by us.
(b) We may send you notice by general notice on the DataGuidance Platform, by e-mail to your e-mail address or postal address which you register with us. Such notice will be effective if sent by e-mail or posted on the Website, immediately from the time and date it was sent or posted on the Website. If sent by first class post, it will be effective three (3) working days after postage by us.
17. FORCE MAJEURE
(a) If we are unable to perform our obligations under these Terms and Conditions because of matters beyond our reasonable control, including without limitation, fire, explosion, war, civil disorder, industrial disputes, or other disasters or governmental laws and regulations imposed, or other events beyond our reasonable control, we will not have any liability to you for our failure to perform. During such period, our contract with you as a Registered User or a Professional User shall be suspended.
(b) If such period of suspension exceeds [thirty (30)] days, then either we or you may upon giving written notice to the other, give notice of termination to the other in accordance with the provisions of paragraph 10.
(a) You and you may not assign or otherwise transfer any of your rights, obligations and liabilities under these Terms and Conditions or any part thereof without our prior written permission.
(b) We may assign or otherwise transfer all of our rights, obligations and liabilities under these Terms and Conditions to any third party.
19. ENTIRE AGREEMENT
These Terms and Conditions including any terms we may notify you of in writing separately regarding your use of the DataGuidance Platform, together with any Order Confirmation and licence fee invoices constitutes the entire agreement between you and us regarding your use of the DataGuidance Platform.
Our failure to exercise or enforce any right or provision in these Terms and Conditions shall not operate as a waiver of such right or provision.
If any provision of these Terms and Conditions is unlawful, void or unenforceable, that provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions.
22. GOVERNING LAW AND JURISDICTION
(a) These Terms and Conditions shall be governed by and construed in accordance with the laws of England and the English courts shall have exclusive jurisdiction in all disputes arising in relation to these Terms and Conditions.
(b) Without prejudice to paragraph 22(a) above, we shall nevertheless still have the right to apply at any time for injunctive, other interlocutory or emergency relief to any competent court.
THESE TERMS AND CONDITIONS ARE EFFECTIVE AS AT 28 AUGUST 2019*
*If your contract with DataGuidance started prior to 22 May 2018, please refer to paragraph 3 above.