Terms of use

Terms and Conditions
1. These terms and conditions (“Terms”) regulate the use of any service offered by Scientific Climate Ratings (“the Company”) and identified in an Order Form (the “Service”) to the company named in the Order Form (the “Client”). The Client must ensure that all individuals it authorises to access the Service and related resources, (each a “User”) comply with these Terms. The specific licensed User (with any affiliate being considered a separate User) must be specified in the Order Form. The Client bears responsibility for any actions or omissions by any User that violates these Terms.
2. The Client is not permitted to access or utilise the Service, and the Company has no duty to provide such access, until the Company has received all necessary information from the Client to complete the Order Form, which must be signed by both parties. This information includes details of Users who will be issued usernames and passwords, as well as details about the teams (including their size, name, and function), divisions, and locations from which Users may originate. These Terms apply exclusively to the Agreement, overriding any other terms that the Client may suggest at any time.
3. The Services are provided by Scientific Climate Ratings, a company registered in France with the registration number 783 707 060 00084 whose registered office is at 16-18 Rue du Quatre Septembre 75002 PARIS, France.

Acceptance
1. By using any Service (including, for clarification, any access to freely accessible Data as defined below), in any manner (as defined below), the Client accepts and agrees to be bound by these Terms. If the Client does not accept these Terms, it must immediately discontinue use of the Service in all forms.
2. The Company reserves the right to modify these Terms from time to time, with changes taking effect only upon renewal of the Agreement as specified in clause 21. The Company may communicate any updates by notifying the Client through the email address provided in the Order Form or as otherwise communicated to the Company.

Registration, Usernames, and Passwords
1. Where the Company provides a User with usernames and passwords, the Client must ensure each such User complies with the provisions in this clause 3.
2. Usernames and passwords are unique to each User they are issued to. The Client must ensure that a User assigned a username and password does not share these credentials with any other individual, including those within the same team, division, or location of the Client. The Client acknowledges that any security breach resulting in an unauthorised person’s use or attempted use of a User’s username and/or password constitutes a material breach of the Agreement by the Client. Usernames and passwords may be reassigned to different Users by the Client upon written request to the Company. Any new User joining a licensed team within the Client must be promptly reported in writing to the Company (regardless of whether they are issued a separate username and password). Similarly, when a person departs from a licensed team, the Client must immediately notify the Company and ensure that the departing person no longer has access to the Service (unless transferring to another licensed team). The Company and the Client will periodically verify the identities of Users within a licensed team.
3. Beyond adhering to other requirements and restrictions in these Terms, the Client must ensure that Users do not share Data extracts, profiles, or lists taken from the Service with individuals who are not Users, regardless of reporting structures or project collaborations with non-User individuals. If the Client has any uncertainty regarding its rights under these Terms, it should consult its designated account manager at the Company.
4. The Client acknowledges that it will be responsible for, and the Company is entitled to seek compensation from the Client for, any breach of clause 3 and its subparts, measured by the Fees (as defined below) that would have been applicable had the Client obtained the proper license for such usage. This right to compensation is in addition to the Company’s other rights and remedies concerning the breach.
5. If a username or password is lost or stolen, or if the Client suspects a User’s username or password has been disclosed to any other person, the Client must promptly notify the Company in writing and ensure that the User immediately changes their credentials.

The Agreement
1. These Terms and any Order Form signed by both parties together form the “Agreement.” In the event of any inconsistency between these Terms and the Order Form, the Order Form shall prevail.
2. The Company agrees to provide, and the Client agrees to utilise, the Service detailed in the Order Form (the “Service”), solely in accordance with the Agreement. The Service may be delivered:
  1. through the website (https://scientificratings.com/);
  2. through an Application Program Interface provided by the Company (the “API”);

through a data feed (via FTP, SFTP, or other methods) (the “Data Feed”);

through an email; or
through a Company Authorised Redistributor.

each referred to as a “Source,” as specified in the Order Form.

The Service includes any data or information contained within the Service, the Website, the chosen Source, or any other data and information provided by the Company to the Client. Such data or information in any format, including freely accessible data on the Website, constitutes the “Data.”
The Client is solely responsible for obtaining and maintaining, at its own expense, the compatible computer equipment and communication devices necessary to access and use the Service through the chosen Source.

No Offer or Advice
1. The Services are provided by the Company solely for informational purposes and do not constitute, nor should they be interpreted as, a solicitation, offer, or recommendation by the Company to acquire or dispose of any investment or engage in any other transaction.
2. Nothing within the Services constitutes, nor should it be interpreted as, the provision of investment, legal, tax, or other advice by the Company of any kind, and it should not be relied upon for making investment or other decisions. The Client is encouraged to seek appropriate and specific independent professional advice before making any investment or other decisions.
3. The Client agrees that it will not hold the Company legally or equitably responsible for any decisions it makes or refrains from making as a result of its use of the Website or the Service.

No Reliance
1. The Company makes no representation, commitment, or warranty that the information or opinions presented on the Website or the Service are accurate, reliable, current, or complete. Neither the Company nor any third-party supplying Data guarantees the accuracy of the Data, the underlying data, or any projections derived from it.
2. The information and opinions contained on the Website and the Service are provided by the Company solely for the Client’s internal business use and informational purposes and may be modified without notice.

License
1. The Company hereby grants the Client a limited, non-exclusive, non-transferable license, without sub-licensing rights, to access and use the Service (1) when the Services are not subject to an Order Form, only internally for non-production purposes; or alternatively, (2) when the Services are subject to an Order Form, through the specified Source in the Order Form, and in either case solely for the following purposes:
  1. View and use the Services and the Data as part of internal analysis, research, or advisory work provided that the source is credited properly and there is no reselling of Data or Services;
  2. Use and display the Data for public financial and environmental reports, marketing materials and website only provided that the source is credited properly and there is no reselling of the Data;

Share summaries or findings derived from our Services or the Data with employees, investors, or other stakeholders, provided that the source is credited properly; or

Share the entire Data set exclusively with auditors and regulatory bodies.

The Company may offer Client or its Affiliates access to free additional Services and trials that shall be subject to this Agreement and any accompanying terms of use that may apply. The provision of free additional Services and trials is at the Company’s discretion and may be terminated at any time.
Users may access, download, and save digital copies of Data available on the Service; and (ii) Users may share these digital copies with other authorised Users.
The Company endeavours to compile the Data from reliable sources and in good faith but does not warrant that the information or opinions are accurate, up-to-date, or complete.
Restrictions on Use
1. All rights not expressly granted to the Client are reserved by the Company. For clarification, this clause 7 applies to all Data and Services, including any Data downloaded by a User as part of the Service delivery.
2. The Client shall not, and ensure its Users shall not, without the Company’s prior written consent:
  1. use the Service or the Data in any manner or for any purpose other than those expressly outlined in the Agreement;
  2. modify, copy, reverse engineer, decompile, disassemble, or attempt to replicate the Service’s performance features (except as allowed by law);
  3. rent, lease, lend, sell, sub-license, assign, share access to, disclose, transmit, copy, modify, or distribute the Service, or offer any of the above to third parties outside the Agreement, including affiliates or other Client teams or locations;
  4. remove or obscure the Company’s proprietary rights notices.
  5. distribute or resell the Data received from the Service or the Service in any form for a fee or for free, unless permitted under a separate agreement.
  6. use the Data in a manner that could damage, disable, or impair the operation of our systems or Services, including through hacking, malicious software, or other harmful activities.
  7. reproduce, republish, or create derivative works or products based on the ratings, reports, or data, except as specifically allowed under these Terms.
  8. use the Services or the Data in violation of any applicable laws or regulations, including those related to securities, financial disclosures, or environmental regulations.
  9. disclose or attempt to disclose any Data received from the Service to unauthorised third parties, including any affiliate or other team or location within the Client organisation.
  10. create a functional substitute for the Data offered by the Company;
  11. create a product or Service which competes with, is similar to, or is analogous to the Data, including but not limited to an Index or any other offering which, in the Company’s sole discretion, is similar to the Company’s Data or Service;

As a limited exception to the above subpart, Client may allow access to (i) third party providers of generic computer storage/processing (for example: Microsoft Office 365); and (ii) onsite agents to the extent they are acting on Licensee’s behalf, are not competitors of the Company, and are bound by a confidentiality agreement.

Fees
1. The fees payable to the Company for its provision of the Service are specified in the Order Form (the “Fees”).
2. The Company will invoice the Client for the Fees upon an Order start date as outlined in the Order Form, and the Client must pay each invoice within 30 days from the date of receipt. Fees are exclusive of any applicable sales taxes (excluding taxes on the Company’s net income) resulting from the transactions covered by the Agreement, which the Client shall also be responsible for paying.
3. If the Client fails to pay invoices within the timeframe specified in clause 9(b), the Company, without waiving any other rights or remedies, may charge interest on the overdue Fees at a rate of 4% per annum above the most recent refinancing rate of the European Central Bank, covering the period from the due date up to the actual payment date.
4. The Company reserves the right to suspend the Client’s access to the Service (in whole or in part) if any invoice remains unpaid. The Company will provide the Client with five days' notice before suspending the Service if payment is not received within this period. Suspension of the Service does not affect the Company’s other rights and remedies related to the Client’s non-compliance with clause 9(b).
5. Should the Company engage a debt recovery agency or another third party to collect any unpaid Fees from the Client, the Company reserves the right to charge the Client for any costs or fee deductions (including any success fee) incurred in the collection process.

Provision of Information
1. The Client agrees that, to ensure proper use of the Service, it must provide certain information to the Company regarding the intended usage and recipients of the Service and Source(s). Specifically, the information provided by the Client in the Order Form shall include:
  1. for delivery via the Website, details of Users receiving usernames and passwords, as well as the licensed teams who will use or access the Service and Data;
  2. for delivery via an API, the application integrating the API (specifying whether it is a proprietary or third-party system for the Client) and details of Users receiving usernames and passwords, along with the licensed teams who will use or access the Service and Data; and

for delivery via a Data Feed, details of the application(s) where the Data will be used and the maximum headcount for Users and licensed teams who will use or access the Service and Data.

If the Client utilises a data warehouse system where Data is stored centrally before being distributed to Users, the Client agrees to notify the Company of this arrangement. The Client must implement access restrictions to ensure only authorised Users can access the data warehouse.
Additionally, at any time during the Agreement’s term, the Client shall promptly provide the Company with any information reasonably requested regarding the Client’s receipt and use of the Service.

Service Verification
1. Service Verification: Upon the Company’s request, an authorised officer of Client shall certify in writing that Client’s and its Affiliates’ use of the Services has been in compliance with the terms of this Agreement and any applicable Order Form or other related documentation during the period specified by the Company. Upon thirty (30) days’ notice (or any shorter timeframe requested by the Company if it suspects a breach has occurred), the Company or its representative may review Client’s and its Affiliates’ relevant records and systems to verify compliance with the Terms (collectively, a “Verification”). During and up to twelve (12) months after the expiration or termination of the Agreement, the Company may conduct a Verification of each Service. Such Verification shall be limited to no more than once during any twelve (12) month period unless the Company has reasonable suspicion of a breach. Any information obtained by the Company during the Verification will be treated as Client’s Confidential Information to be used only in connection with the Verification. The Company will conduct the Verification subject to reasonable security requirements that do not frustrate the Verification. Client shall cooperate with any reasonable requests of the Company to facilitate a Verification. If a Service Verification reveals that the Service is being used outside the specified parameters in the Order Form or otherwise in breach of the Agreement, the Company, without waiving other rights and remedies, reserves the right to adjust the Fees to reflect actual Service usage for the period of non-compliance and on a continuing basis thereafter. In such cases, the Client shall also reimburse the Company for the costs of conducting the Service Audit upon request.
2. The right to conduct a Service Audit will remain in effect for 12 months following the expiration or termination of the Agreement.

Web Crawlers

Except for expressly authorised API Access within permitted limits, the Client agrees, and shall ensure that Users agree, not to access, attempt to access, monitor, or copy the Service or Data using any automated or programmatic software or other automated or programmatic methods (including agents, robots, spiders, scripts, or web crawlers).

Linked Websites

The Website and the Service may include links to third-party websites. The Company has not reviewed these websites and does not endorse or assume any responsibility for their content, products, services, or other offerings, nor for their data protection practices or policies. The Company is not liable for any loss or damage that the Client may suffer or incur as a result of, or in connection with, accessing or using such linked websites.

Intellectual Property Rights
1. The Client acknowledges that the Service (including the Data), any related confidential information, and documentation, along with all intellectual property rights therein: (i) are and shall remain the property of the Company; (ii) are protected by the patent, trademark, copyright, trade secret, confidential information, and other intellectual property laws of the relevant jurisdictions; and (iii) were created, compiled, prepared, selected, and arranged by the Company or its suppliers (as applicable) through substantial investment of time, effort, and resources, constituting valuable intellectual property of the Company or its suppliers.
2. Any printed copy of Data, as allowed under the Agreement, must include the Company’s copyright notice. If there is a suspected breach of this clause or any other restriction on distribution or copying of the Data as stated in the Agreement, or if the Client becomes aware of any threat to the Company’s intellectual property rights, the Client must promptly inform the Company and cooperate in protecting the Company’s intellectual property rights, including identifying recipients of such Data.
3. The names, images, and logos identifying the Company and its products and services (including the Service) are proprietary marks of the Company or its suppliers.
4. Except as expressly stated, nothing in the Agreement shall be interpreted as granting, either expressly or by implication, estoppel, or otherwise, any license or right under any intellectual property rights of the Company or its suppliers.

Confidentiality
1. For the purposes of the Agreement, and subject to clause 15(b), "Confidential Information" refers to all information (regardless of how it is recorded or preserved) disclosed by one party or its Representatives to the other party and that party's Representatives in relation to the Agreement, which is labelled as confidential or should reasonably be considered confidential due to its nature and the manner of its disclosure. "Representatives" refers to a party’s employees, officers, agents, advisers, or subcontractors involved in providing or receiving the Services who need access to the Confidential Information and who are bound by professional confidentiality obligations to or express confidentiality agreements with a disclosing party in relation to the Confidential Information. This clause shall control over any prior NDA or similar Confidentiality Agreement previously entered into the parties for purposes of evaluating the Service or Data.
2. "Confidential Information" does not include information that: (i) is or becomes public knowledge (other than through disclosure by the receiving party or its Representatives in violation of this clause 15), (ii) was available to the receiving party on a non-confidential basis before being disclosed by the disclosing party, (iii) becomes available to the receiving party on a non-confidential basis from a third party who, to the receiving party’s knowledge, is not bound by a confidentiality obligation to the disclosing party, (iv) was known to the receiving party before disclosure by the disclosing party, or (v) the parties agree in writing is non-confidential or may be disclosed.
3. Each party shall keep the other party’s Confidential Information confidential and shall not:
  1. use any Confidential Information except as necessary to exercise or fulfil its rights and obligations under this Agreement (“Permitted Purpose”); or
  2. disclose any Confidential Information as a whole or in part to any third party, except as explicitly permitted in this clause.
4. A party may disclose the other party’s Confidential Information to its Representatives who need to know it for the Permitted Purpose, provided that:
  1. it informs such Representatives of the confidential nature of the information before disclosure; and
  2. it remains responsible for the Representatives' adherence to the confidentiality obligations specified in this clause 14.
5. A party may disclose Confidential Information as required by law, by any governmental or regulatory authority, or by a court or authority of competent jurisdiction, provided that, to the extent legally permissible, it gives the other party as much advance notice of the disclosure as possible.
6. Each party retains all rights to its Confidential Information. No rights or obligations concerning a party's Confidential Information, other than those expressly outlined in the Agreement, are granted to the other party or implied by the Agreement.
7. The confidentiality obligations in this clause 14 will continue to apply after the termination of the Agreement.

Change in the Service
1. The Fees apply exclusively to the Service ordered as specified in the Order Form.
2. The Company may periodically modify, add to, enhance, or discontinue any part of the Service (including the relevant Source) or any means of communication used in providing the Service throughout the term of the Agreement.
3. If the Company discontinues any component of the Service (including the relevant Source), the Client’s access to and rights to use the discontinued element will end. If such a change, in the Client’s reasonable view, materially reduces the Service's utility to the Client, the Client may notify the Company and choose to either terminate the Agreement and receive a pro rata refund of the Fees for the unused period after termination or continue with the modified Service at a reduced Fee to be negotiated.
4. The Company may, from time to time, offer additional services, including new databases or additional Data, which the Client may license and use for additional Fees as agreed upon by the Company and the Client. These Terms apply to any new services as specified in an amended Order Form or side letter referencing the Agreement, with such new services considered part of the Service under the Agreement.

Warranties and Limitations of Liability
1. The Company warrants that it has the right to grant the Client the license to receive and use the Service as permitted under the Agreement.
2. Except as expressly stated in the Agreement, all warranties, conditions, and terms—whether expressed or implied by statute, common law, or otherwise—are excluded to the fullest extent permitted by applicable law.
3. Without limiting the effect of clause 17(b), the Company does not warrant that:
  1. the Service provision or Website use will be free from errors, viruses, or interruptions;
  2. the Service will be accurate, complete, reliable, secure, useful, fit for purpose, or timely; or

the Service has been tested for the Client’s use or for any third party (including any User) and will be suitable or usable by the Client or any third party (including any User).

The Client acknowledges and agrees that:
1. the use and interpretation of the Service requires specialised skills and knowledge of financial markets;
2. the Client and Users possess this skill and knowledge and will exercise it, along with appropriate judgment, when using the Service;

the Client is solely responsible, as against the Company, for any opinions, recommendations, forecasts, conclusions, or actions made by the Client, its Users, or any third party based in whole or part on the Service, except as explicitly stated in the Agreement; and

the Client is best positioned to assess any potential loss related to the Agreement and is therefore responsible for making suitable insurance arrangements for such risks, recognising that the provisions of this clause 16 are reasonable in these circumstances.

The Company does not exclude or limit its liability to the Client for:
1. fraud or fraudulent misrepresentation;
2. death or personal injury caused by its negligence;

its liability under clause 17 (Indemnity); or

any matter that cannot be excluded or limited under applicable law.

Subject to clause 16(e), the Company shall not be liable, whether in contract, tort (including negligence and breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or otherwise, for:
1. any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation, or goodwill;
2. any loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or

any loss or liability (whether direct or indirect) under or related to any other contract.

Subject to clause 16(e), the Company’s total aggregate liability arising from contract, tort (including negligence and breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or otherwise, in connection with the Agreement’s performance or contemplated performance, shall in all circumstances be limited to the Fees paid or payable by the Client in the first 12 months of the Agreement.
Any dates provided for Service delivery are approximate, and timing is not essential.

Indemnity
1. The Company indemnity to Client:
  1. The Company agrees to defend the Client against any claim or action alleging that the provision, receipt, or use of the Service infringes a third party's copyright (a "Claim") and shall cover any resulting losses, damages, costs (including legal fees), and expenses incurred by or awarded against the Client in connection with such a Claim.
  2. Clause 17(a) does not apply if the Claim arises from:
    1. the Client’s possession, use, development, modification, or retention of the Service (or any part of it) outside the terms of the Agreement; or
    2. use of the Service (or any part) combined with any data not supplied or specified by the Company, where the infringement would have been avoided by not combining the Service with such data.

If a Claim is made, or if the Company reasonably believes a Claim is likely to be made, the Company may, at its discretion and expense:
1. secure for the Client the right to continue using the Service per the Agreement;
2. modify the Service to remove the infringing element;
3. replace the Service with a non-infringing alternative; or
4. terminate the Agreement with immediate effect by written notice to the Client and refund any Fees paid by the Client for the period after the termination date.

This clause 17 provides the Client's sole remedy concerning Claims.

Client indemnity to the Company: Client shall defend, indemnify, and hold harmless the Company and any of their respective officers, directors, managers, employees and other representatives (collectively, the “Company Indemnified Parties”) from and against any Losses arising in any manner out of any Claim relating to or arising from or in connection with (i) any use of, or inability to use, any Service (including, for example, use related to distribution, analyses, reports, research, investments, asset allocation, advice, recommendations, decisions, portfolios or investment products) or (ii) any breach by Client or its Affiliates of any provision contained in the Terms.
Indemnification Procedures: The indemnified party shall promptly notify the indemnifying party of any indemnifiable Claim (although failure to do so will only relieve the indemnifying party of its obligations hereunder to the extent the indemnifying party was prejudiced thereby). The indemnified party shall have the right, at its own expense, to participate in the defense of any such Claim. The indemnifying party shall have full control over the defence of any such Claim. The indemnifying party shall have total control over all negotiations for the settlement or compromise of a Claim which such party is required to defend or handle under this Article, provided that such settlement or compromise is solely monetary in nature. Without limiting the generality of the foregoing, the indemnifying party may not, without the indemnified party’s prior written consent, settle, compromise or consent to the entry of any judgment in any such Claim, unless such settlement, compromise or consent: (i) includes an unconditional release of the relevant indemnified party from all liability arising out of such Claim, (ii) makes no statement as to, nor an admission of, fault, culpability or failure to act by or on behalf of, the relevant indemnified party, and (iii) does not include any restrictive covenants or otherwise adversely affect the relevant indemnified party. Each party shall cooperate, and cause their respective Affiliates to cooperate, in any indemnified Claim hereunder.

Usage Data and Aggregate Data
1. The Client acknowledges that Company may: (i) use software tools, including cookies, to collect data on how the Client and Users interact with the Service, capturing information on clickstreams, general categories, messages (including subject headers, senders, and recipients), software downloads, session times, and volumes and types of Data accessed or downloaded ("Usage Data"); (ii) retain and process Usage Data to detect and prevent breaches of the Company’s network security, the law, or the Agreement, as well as for support, capacity planning, and the operation and enhancement of the Company’s services; (iii) use Usage Data to tailor, gather feedback on, and market the Company’s services in accordance with the Company’s privacy policy; and/or (iv) transfer Usage Data to destinations outside the UK and the EEA, which may have different data protection standards from those in the UK and EEA.
2. Except for Personal Data included within Usage Data (which may only be retained as long as legally permitted), the Company may retain and utilise Usage Data for a reasonable period after generation, and where required by law, for a longer duration.
3. The Client acknowledges that the Company and its affiliates may anonymise and aggregate Usage Data collected under the Agreement with data from other customers (such anonymised and aggregated data being "Aggregate Data") and may distribute (and allow third parties to distribute) this Aggregate Data, analyses based on it, or reports incorporating it, in all media, including through the Service and globally, on a paid or unpaid basis. Such Aggregate Data will not identify the Client or Users unless agreed otherwise. The right to distribute Aggregate Data, perform further analysis, and prepare reports based on Aggregate Data will survive the expiration or termination of the Agreement.
4. Additional details on how the Company uses and protects Personal Data are available in the Privacy Notice found on the Company’s website/
5. The Client acknowledges that: (i) the Company invests significant effort and resources in obtaining, verifying, presenting, compiling, analysing, enriching, and/or creating Aggregate Data; (ii) Aggregate Data and all components thereof are proprietary information of value to the Company and are not within the public domain; (iii) the Company retains all rights, title, and interest in all intellectual property rights related to Aggregate Data, with legal protections remaining exclusively with the Company; and (iv) the Client has no proprietary rights in or to the Aggregate Data.

Use of the Client's Logo and Name

With the Client’s prior written consent, the Company may use the Client’s logo and name to promote the establishment of the Agreement and acknowledge the Client as a Company customer on the Company’s website, presentations, and brochures.

Anti-Bribery and Export Control
1. The Company shall ensure that it, along with any supplier or other person performing services under the Agreement on behalf of the Company, will: (i) comply with all applicable anti-bribery and anti-corruption laws, and (ii) refrain from offering, giving, or agreeing to give any person any gift or consideration as an inducement or reward for performing, refraining from performing, or having performed or refrained from performing any act related to obtaining or executing the Agreement, or for showing or withholding favour in relation to the Agreement. In the event of any breach of this clause 21(a), the Client may terminate the Agreement immediately by providing written notice to the Company.
2. The Client shall not access or use, nor permit any User or third party to access or use, the Service (or any part thereof) from any territory subject to US, UK, or EU export controls and sanctions laws and regulations. In the event of any breach of this clause 20(b), the Company may terminate the Agreement immediately by providing written notice to the Client.

Term and Termination
1. The Service will be provided for the initial period specified in the Order Form. Upon expiration of that initial period and each subsequent 12-month period, the Client’s subscription will automatically renew for an additional 12-month term, at the existing Fees (plus a percentage increase equivalent to any increase in the EU Labor Cost Index ("LCI") published by Eurostat over the previous 12 months) and under these Terms (including any prior written amendments between the parties), unless:
  1. the Client terminates the Agreement by providing written notice to the Company at least 30 days before the renewal date, or
  2. the Company intends to renew the subscription at revised Fees (other than LCI adjustments) or on different Terms, notify the Client of these revised Fees and/or Terms in writing at least 60 days before the current term ends. The subscription will then renew for another 12-month period at these revised Fees and/or Terms unless (i) the parties mutually agree otherwise in writing, or (ii) the Client exercises its right to terminate per clause 21(a); or

the Company decides not to offer autorenewal, provide written notice of this decision to the Client per clause 25 at least 60 days before the current 12-month period expires, in which case the Agreement will expire at the end of the current term.

If the Company does not give the Client the required 60 days’ notice of proposed revised Fees or Terms, the existing Fees (adjusted by LCI) and these Terms will remain in effect upon autorenewal.
If the Client is acquired by, or acquires, a third party during the Agreement term—where the acquired or acquiring entity is also a Company client— the Company reserves the right, at its sole discretion, to renegotiate or terminate the Agreement immediately upon written notice. The Client must inform the Company in writing of any such acquisition.
The Company may terminate the Agreement by written notice to the Client if the Company reasonably determines that providing the Service has become unlawful and if the Company ceases providing that Service to all subscribers. In this situation, the Company will refund a pro rata portion of the Fees for the period after termination.
Without prejudice to accrued rights under the Agreement, the Company may terminate the Agreement immediately by written notice if Client fails to pay any amount due under the Agreement by the due date and remains in default 14 days after being notified in writing.
Without prejudice to any accrued rights under the Agreement, either party may terminate the Agreement immediately by written notice if:
1. the other party commits a material breach of any Agreement term (other than payment) and, if remediable, fails to remedy it within 30 days after written notification;
2. the other party encounters insolvency, bankruptcy, or similar events, including suspension of debt payments, inability to meet debts as they fall due, or the initiation of winding-up, administration, or receivership proceedings,
Any provision intended to survive termination or expiration of the Agreement will remain in force. Expiry or termination does not affect any rights, remedies, obligations, or liabilities accrued up to that date, including the right to claim damages for pre-existing breaches.
Upon expiry or termination, the Company will disable the Service, and the Client shall: (i) pay the Company any outstanding Fees within 30 days, (ii) immediately stop using the Service and delete or destroy all copies of Data or materials downloaded from the Website or provided by the Company (except as legally or regulatorily required, with written notice to the Company), while retaining permitted Limited Extracts per the Agreement; and (iii) certify compliance with subsections (i) and (ii) of this paragraph, and (ii) in writing to the Company if requested.
The Client agrees that, except as expressly provided, termination or expiration of the Agreement does not entitle the Client to a refund of any Fees paid.

Equitable Relief

The Client acknowledges and agrees that, in the event of a breach or threatened breach of the Agreement by the Client, the Company may suffer irreparable harm. The Client recognises that monetary damages may be inadequate in such cases, and that the Company is therefore entitled to seek injunctive or other appropriate equitable relief for any breach or threatened breach of the Agreement.

Assignment

The Client may not assign or transfer any rights or obligations under the Agreement, (including by operation of law) or continue using the services upon a change of control, in whole or in part, to any other party, including affiliates, without prior written consent from the Company, and any attempt to do so without consent shall be null and void and the Company may terminate this Agreement and any Order Form without notice. If the Client is acquired by or acquires or merges with any entity or business that would result in increased usage under an Order Form, notwithstanding anything to the contrary Client must obtain the Company’s written consent prior to such increased usage of the applicable Service.

Notices

Any notice required under the Agreement must be in writing, in English, and delivered by hand, registered post, or airmail. Notices sent to the Company should be addressed to the Legal Department and emailed support@scientificratings.com, while notices sent to the Client should be sent to the address or email provided in the Order Form or as updated by email to the Company. Termination or non-renewal notices by email must include “Termination Notice” in the subject line. Notices will be considered received: (i) upon hand delivery, (ii) two business days after posting by registered mail, (iii) six business days after posting by airmail, or (iv) upon email transmission, provided there is no delivery failure or “out of office” reply.

Amendment/Modification

The Agreement represents the entire agreement between the Company and the Client regarding the Service and supersedes all previous agreements, promises, warranties, and understandings, whether written or oral. Except as expressly provided, any modification of the Agreement must be in writing and signed by both parties.

Interpretation

In the Agreement: (i) clause headings are for reference only, (ii) singular terms include plural and vice versa, and any gender reference includes all genders, (iii) statutory references include all amendments and subordinate legislation, (iv) "writing" or "written" includes email, and (v) terms such as "including," "include," or "for example" are illustrative and do not limit the preceding terms.

Force Majeure

Neither party is liable for delays or failure to fulfil obligations under the Agreement due to circumstances beyond its reasonable control. In such cases, the affected party is entitled to an extension of time. If the delay extends for 28 days, the unaffected party may terminate the Agreement with written notice.

Severability

If any provision of the Agreement becomes invalid or unenforceable, it will be deemed removed, but the remainder of the Agreement remains effective. If a provision is deemed deleted, the parties will negotiate in good faith to replace it with one that achieves the intended commercial result.

No Partnership

Nothing in the Agreement creates a partnership, joint venture, or agency relationship between the parties.

Remedies and Waivers
1. The rights and remedies under the Agreement are additional to the Company’s legal rights and remedies.
2. Failure or delay in exercising any right or remedy does not constitute a waiver. Partial exercise of a right does not prevent further exercise of that right or any other right.

Contracts (Rights of Third Parties) Act 1999

The Agreement is not intended to be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.

Governing Law

The Agreement is governed by and construed under the laws of England and Wales. Each party submits to the non-exclusive jurisdiction of the English courts for disputes arising from or in connection with the Agreement.

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