IGD Futures: GLP-1 terms and conditions

1. DEFINITIONS

In this Agreement:

1.1 the following terms shall have the following meanings unless the context otherwise requires:

"this Agreement" these Terms and Conditions together with the Proposal;

"Background Materials" the materials used by IGD in relation to this Agreement which are either: (a) already in existence prior to provision of the Services; or (b) of general use and not specifically relating exclusively to the Proposal, but which could feasibly be used by IGD for other projects; or (c) not in the final form of the Deliverables themselves but which have been created, acquired or used by IGD in the course of performing the Services including the creation of any underlying materials (including any works of authorship, research, notes, records, materials, processes, systems, methodologies, ideas, concepts, know-how, information, data, databases, designs, sketches, photographs, drawings, plans, specifications and lists);

"Breach of Duty" the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract or (ii) common law duty to take reasonable care or exercise reasonable skill;

"Business Day" any day other than (i) a Saturday, (ii) a Sunday or (iii) a day when the clearing banks are not physically open for business in the City of London;

"Confidential Information" any information in any form or medium obtained or created or acquired by one Party ("Receiving Party") relating to the other ("Disclosing Party") (even if created by Receiving Party for Disclosing Party) pursuant to this Agreement which is expressly marked as confidential or which a reasonable person would reasonably regard as confidential, whether disclosed or obtained before, on or after the date of this Agreement together with any reproductions of such information or any part of this information;

"Customer" the customer whose details are set out in the Proposal;

"Fee" the fee payable by the Customer to IGD for the supply by IGD of the Services as stipulated in the relevant Proposal;

"IGD" IGD Services Limited, a company registered in England and Wales under number 3357260 and having its registered office at Grange Lane, Letchmore Heath, Watford, Hertfordshire WD25 8GD;

"Intellectual Property Rights" all intellectual and industrial property rights of any nature anywhere in the world, including copyright, database rights, patents, design rights, registered designs, trade mark rights, service mark rights, domain name rights and topography rights, whether or not registered or capable of protection by registration and the right to apply for any of them;

"Liability" liability in or for breach of contract, Breach of Duty, misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including, without limitation, liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement (and for the purposes of this definition, all references to "this Agreement" shall be deemed to include any collateral contract);

"Party" either IGD or the Customer;

"Proposal" a proposal document in final agreed form incorporating these Terms and Conditions which both Parties sign, and which proposal document describe services and deliverables to be provided by IGD to the Customer;

"Services" the Futures: GLP-1 services provided or to be provided by IGD to the Customer pursuant to this Agreement including the provision of any Deliverables, all of which are more particularly described in the relevant Proposal;

"VAT" any tax introduced pursuant to a direction of the Council of the European Community relating to turnover taxes including value added tax as provided for in the Value Added Tax Act 1994 and supplemental legislation (whether delegated or otherwise), any tax of a similar nature which any be substituted for or levied in addition to it and any sales tax.

1.2 references to "Clauses" are to clauses of these Terms and Conditions;

1.3 the headings to Clauses are inserted for convenience only and shall not affect the interpretation or construction of this Agreement;

1.4 words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include the other gender and the neutral and vice versa and references to persons shall include an individual, company, corporation, firm or partnership;

1.5 references to "includes" or "including" or like words or expressions shall mean without limitation; and

1.6 references to any statute or statutory provision shall include any subordinate legislation made under it, any provision which it has modified or re-enacted (whether with or without modification) and any provision which subsequently supersedes it or re-enacts it (whether with or without modification).

2. AGREEMENT

2.1 The terms of this Agreement apply to the exclusion of any terms and conditions submitted, proposed or stipulated by the Customer. These Terms and Conditions apply to all Services.

2.2 This Agreement constitutes the complete and exclusive statement of agreement and understanding between the Parties which supersedes and excludes all prior or contemporaneous proposals, understandings, agreements or representations, whether oral or written, with respect to the subject matter hereof and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to herein.

2.3 The Customer acknowledges and agrees that no representations were made prior to the entering into of this Agreement and that, in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether a Party to this Agreement or not) other than as expressly set out or referred to in this Agreement.

2.4 For the avoidance of doubt and as set out in Clause 7.2, nothing in this Agreement shall exclude or limit IGD’s Liability for fraudulent misrepresentation or shall exclude (but this Agreement does limit) IGD’s Liability for any fundamental misrepresentation, including any misrepresentation as to a matter fundamental to its ability to perform its obligations under this Agreement, on the part of IGD.

2.5 In the event of any conflict between the provisions of these Terms and Conditions and the Proposal, then these Terms and Conditions shall prevail over the Proposal.

2.6 If the Customer provides IGD with a purchase order for the Services, the purchase order shall be purely for the Customer's administrative purposes only and shall not form part of this Agreement.

2.7 This Agreement shall be legally formed and the Parties shall be legally bound when both Parties have signed the Proposal.

3. SERVICES

3.1 In consideration for the payment of the Fee by the Customer, IGD shall provide the Services to the Customer in all material respects.

3.2 IGD warrants that:

a)      it shall use all reasonable skill and care in providing the Services;

b)      its employees, agents and contractors have the necessary skill to provide the Services;

c)      the Services will be provided in a professional, competent and workmanlike manner; and

d)      it has all necessary rights, permissions and consents to enter into and perform this Agreement.

3.3 IGD does not warrant that the Services will be error-free, that they will meet the individual requirements of the Customer or that they should be used as the deciding factor for any business decision. IGD is not responsible for any services not expressly stipulated in this Agreement. Except for any matter upon which is set out in the Proposal, IGD shall not be liable for advising on, or failing to advise on, or doing, or failing to do, anything else (including on any laws, rules, regulations, bye-laws or codes of practice).

3.4 IGD shall use its reasonable endeavours to perform the Services in accordance with the timings set out in the Proposal but time for performance of the Services shall not be of the essence.

3.5 Although IGD shall carry out the Services in accordance with the Proposal, the Customer acknowledges that results of research are inherently unpredictable and may not accurately reflect what may actually happen in practice. The Parties also acknowledge that results of research may differ depending on fluctuating circumstances in which they are undertaken (including with different people, times and places).

3.6 The Customer acknowledges that:

a)      any Deliverables are provided to the Customer solely in connection with the Proposal and may not be used for any other purpose;

b)      the provision of the Services by IGD does not constitute a recommendation or advice to take a particular course of action and IGD is not responsible for any losses arising from any reliance on the Services as constituting a recommendation or advice to take a particular course of action made by the Customer; and

c)      IGD is not responsible for any losses arising from any act or omission by the Customer made in connection with, or as a consequence of, the supply of the Services by IGD.

3.7 Except where expressly provided for within this Agreement, IGD excludes all conditions, warranties, terms and representations, whether express or implied by statute, common law or otherwise, to the fullest extent permitted by law in respect of the Services.

4. CUSTOMER'S OBLIGATIONS

4.1 It is the Customer's responsibility to ensure that the Services are sufficient and suitable for its purposes and meet its individual requirements.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 The Customer acknowledges that the legal and beneficial interest in Intellectual Property Rights relating to, or developed by IGD or its suppliers in connection with the Services belong to IGD or its licensors. This includes all Intellectual Property Rights in any Deliverables.

5.2 IGD hereby grants the Customer a non-exclusive, perpetual, irrevocable, non-transferable, non-sublicensable, non-assignable licence to use the Deliverables for the sole purpose of receiving the Services. This license is subject to the following conditions:

a)      the Deliverables and/or Intellectual Property Rights relating thereto, or any part of them are for the Customer’s exclusive use and should be used solely for the internal business purpose described in the Proposal;

b)      the Customer may not, in any way other than as expressly permitted by IGD, make available, copy, reproduce, retransmit, disseminate, sell, license, distribute, publish, recite or refer to in any external document, publication or presentation, broadcast or otherwise circulate or use the Deliverables (in whole or in part) for any other purpose, to any other person, without IGD’s prior written consent. The Customer acknowledges that were it to do so this could expose IGD to a risk that a third party who otherwise would not have access to the Deliverable might claim to have relied upon the Deliverable to its detriment; and

c)      IGD will own and retain ownership of all Intellectual Property Rights of any kind in the Deliverables, Background Materials, IGD working papers and in all other reports, materials, documentation, software, system interfaces, templates, methodologies, processes, ideas, concepts and techniques that IGD may use or develop in connection with the Services.

5.3 The license set out in clause 5.2 above is contingent upon the Customer’s full payment of all sums due to IGD for the Services.

5.4 For the avoidance of doubt, neither Party shall have any rights over or to use the Intellectual Property Rights of the other Party other than as expressly provided under this Agreement.

5.5 If either Party becomes aware of any improper or wrongful use of the Intellectual Property Rights used by the other, that Party shall forthwith inform the other of such use. The informing Party shall if requested assist the other (at the other's cost) in taking any steps in connection with the protection or defence thereof as the other may determine.

5.6 Except as expressly provided by the Agreement, no person other than the Customer may rely on the Deliverables and/or information derived from them and IGD accepts no responsibility to any other person to whom the Deliverables are shown.

5.7 The Customer may include limited extracts of the Deliverables in to existing or potential customers in the normal course of the Customer’s business, provided that: (a) the Customer does not charge any money or anything for money's worth for supply of any of the Deliverables; and (b) the Customer does not disclose more than a small part of any text, tables or charts from the Deliverables and in particular not more than 10% of any report, presentation or profile; and (c) the Customer credits IGD as the source of the information and includes IGD’s copyright notice; and (d) the Customer fairly represents and does not alter the extracts of the Deliverables in any way.

6. CONFIDENTIALITY

6.1 Each Party shall keep and procure to be kept secret and confidential the Confidential Information of the other Party (whether before, on or after the date of this Agreement) and shall not use nor disclose the same save:

1. for the purposes of the proper performance of this Agreement; or

2. as otherwise permitted by this Agreement; or

3. with the prior written consent of the other Party.

6.2 Where one Party discloses Confidential Information of the other Party to its employee, agent, contractor, consultant, supplier, customer, professional adviser or insurer, it shall do so subject to obligations equivalent to those set out in this Clause 6. Each Party shall use its reasonable endeavours to ensure that any such employee, agent, contractor, consultant, supplier, customer, professional adviser or insurer complies with such obligations.

6.3 Each Party shall at all times:

a)      adopt, retain and keep updated adequate procedures and physical security measures which protect the Confidential Information of the other Party from inadvertent disclosure or release to unauthorised persons; and

b)      hold the Confidential Information of the other Party in strict confidence and in any event with no less standard of confidentiality than that which it applies to its own confidential information.

6.4 The obligations of confidentiality in this Clause 6 shall not extend to any matter which either Party can show:

a)      is in, or has become part of, the public domain other than as a result of a breach of the confidentiality obligations of this Agreement; or

b)      was independently disclosed to it by a third party entitled to disclose the same.

6.5 If either Party is required to disclose the Confidential Information of the other Party under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction, then the Party so required shall, prior to any disclosure where practicable, notify and consult with the other Party and, at the other Party's request and cost, assist that other Party in opposing any such disclosure.

6.6 Neither Party shall make any announcement of any kind in respect of the subject matter of this Agreement except with the prior written consent of the other Party (not to be unreasonably withheld or delayed) or as is required by law.

6.7 Subject to Clause 6.6, IGD may identify the Customer as its customer and the type of Services provided by IGD to the Customer, provided that in doing so IGD shall not (without the Customer's prior written consent) reveal any Confidential Information of the Customer.

6.8 The obligations of this Clause 6 shall continue after termination of this Agreement for whatever reason.

7. LIMITATION OF LIABILITY

7.1 This Clause 7 prevails over all other Clauses and sets forth the entire liability of each Party to the other, and their sole and exclusive remedies of the other in respect of:

a)      performance, non-performance, purported performance, delay in performance or mis-performance of this Agreement or of any goods or services in connection with this Agreement; or

b)      otherwise in relation to this Agreement or entering into this Agreement.

7.2 Neither Party excludes or limits its Liability for:

a)      its fraud (including fraudulent misrepresentation); or

b)      death or personal injury caused by its Breach of Duty; or

c)      any breach of the obligations implied by Section 12 Sale of Goods Act 1979 or Section 2 Supply of Goods and Services Act 1982; or

d)      any other Liability which cannot be excluded or limited by applicable law.

7.3 Subject to the rest of this Clause 7, neither Party accepts and hereby excludes any Liability for Breach of Duty other than any liability arising pursuant to the terms of this Agreement. IGD excludes all Liability in respect of the accuracy, completeness or fitness for purpose of any information accessed using the Services.

7.4 Subject to the rest of this Clause 7, IGD shall have no Liability in respect of any:

1. indirect or consequential losses, damages, costs or expenses;

2. loss of actual or anticipated profits;

3. loss of contracts;

4. loss of use of money;

5. loss of anticipated savings;

6. loss of revenue;

7. loss of goodwill;

8. loss of reputation;

9. loss of business;

10. loss of operation time;

11. loss of opportunity; or

12. loss of, damage to or corruption of, data;

whether or not such losses were reasonably foreseeable. For the avoidance of doubt, Clauses 7.4.2 to 7.4.12 apply whether such losses are indirect, consequential or otherwise.

7.5 Subject to the rest of this Clause 7 and the exclusions and limits set out in the rest of this Agreement, the total aggregate Liability of IGD in respect of loss or damage suffered by the Customer shall be limited to £100,000 (one hundred thousand pounds).

7.6 The limitation of Liability under Clause 7.5 has effect in relation both to any Liability expressly provided for under this Agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of this Agreement.

8. FEE

8.1 The Fees for the Services shall be stipulated in the Proposal or as otherwise agreed in writing by IGD and the Customer.

8.2 Payment of all sums due to IGD under this Agreement shall be made by the Customer in full without any set-off, deduction or withholding.

8.3 Fees are exclusive of all VAT and other duties or taxes (if applicable), all of which the Customer will be responsible for and will pay in full.

8.4 The Customer must pay the Fees and taxes in full within 28 days of the invoice date.

8.5 If the Customer is late in paying IGD any fee or charge or tax under this Agreement, then without prejudice to any other right or remedy available to IGD whether under this Agreement or by any statute, regulation or bye-law IGD may charge interest at the annual rate of 4% above the official dealing rate of the Bank of England from time to time from the due date until payment (after as well as before judgment), such interest to run from day to day and to be compounded monthly.

8.6 If the Customer does not make any payment when due, IGD may in addition, notify the Customer to do any or all of the following:

8.6.1 modify the payment terms to require full payment in advance;

8.6.2 suspend all or part of the Services; or

8.6.3 require the Customer to provide such other assurances as IGD may reasonably require in order to secure its payment obligations.

8.7 If IGD become entitled to terminate this Agreement or this Agreement is terminated for any reason, any sums then due to IGD will immediately become payable by the Customer in full.

9. TERM AND TERMINATION

9.1 This Agreement shall commence on the date it is signed by the last Party and, subject to any earlier termination pursuant to this Agreement, shall continue in force until 31^st January 2027.

9.2 Either Party may terminate this Agreement immediately by notice in writing to the other Party if:

1. the other Party is in material breach of any of its obligations under this Agreement which is incapable of remedy; or

2. the other Party fails to remedy, where capable of remedy, any material breach of any of its obligations under this Agreement after having been required in writing to remedy such breach within a period of no less than 30 days; or

3. the other gives notice to any of its creditors that it has suspended or is about to suspend payment or if it shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or an order is made or a resolution is passed for the winding-up of the other Party or an administration order is made or an administrator is appointed to manage the affairs, business and property of the other Party or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the other Party's assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver or administrator which entitle the court to make a winding-up or bankruptcy order or the other Party takes or suffers any similar or analogous action in consequence of debt.

9.3 Termination of this Agreement shall be without prejudice to any accrued rights or remedies of either Party.

9.4 Termination of this Agreement will not affect the coming into force or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

9.5 Upon termination of this Agreement for any reason:

1. IGD shall cease to perform this Agreement;

2. all outstanding elements of the Fee not yet paid (whether or not invoiced) shall become immediately payable, whether invoiced or not; and

3. the owner of Confidential Information may at its option require the other Party to delete promptly all Confidential Information from any computer disks, tapes or other material in its possession or under its control or promptly deliver up or destroy materials and tangible items in its possession or under its control which contain any Confidential Information belonging to the Party requiring the action. The owner of Confidential Information may require the other Party to provide a written declaration, signed by an officer or other authorised individual stating that there has been full compliance with this Clause 9.5.3.

10. FORCE MAJEURE

10.1 Save for obligations in respect of payment of the Fee and expenses, neither Party shall be liable for any breach, hindrance or delay in performance of its obligations under this Agreement which is caused by circumstances beyond its reasonable control including act of God, actions of third parties (including hackers, suppliers, governments or supra-national authorities), insurrection, riot, civil commotion, war, hostilities, warlike operations, national emergencies, terrorism, piracy, arrests, restraints or detainments of any competent authority, strikes or combinations or lock-out of workmen, epidemic, pandemic, fire, explosion, storm, flood, drought, earthquake, natural disaster, accident, mechanical breakdown, third party software, failure or problems with public utility supplies (including without limitation electrical, telecoms or general Internet failure), shortage of or inability to obtain materials, equipment or transportation ("Event of Force Majeure"), regardless of whether the circumstances in question could have been foreseen.

10.2 Each of the Parties agrees to notify the other upon becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure.

10.3 The performance of each Party's obligations shall be suspended during the period that the circumstances persist and such Party shall be granted an extension of time for performance equal to the period of the delay.

10.4 If performance of any obligations are delayed under this Clause 10, each Party shall nevertheless accept performance as and when the other shall be able to perform.

10.5 If the Event of Force Majeure continues without a break for more than 30 days, either Party may terminate this Agreement immediately by notice to the other, in which event neither Party shall be liable to the other Party by reason of such termination.

10.6 If IGD has contracted to provide identical or similar services or deliverables to more than one customer and is prevented from fully meeting its obligations to the Customer by reason of an Event of Force Majeure, IGD may decide at its absolute discretion which contracts it will perform and to what extent.

11. NOTICES

11.1 Any notice required or authorised to be given under this Agreement shall be in writing and may be served by personal delivery or by pre-paid recorded delivery letter by email to the relevant Party stated in the Proposal.

11.2 Any notice so given by post shall be deemed to have been served two business days after the same shall have been posted by pre-paid recorded delivery or and any notice so given by email shall be deemed to have been served one business day after the same.

12. ASSIGNMENT

12.1 Subject to any assignee (in the case of an assignment) confirming in writing to be bound by the provisions of this Agreement, IGD may assign or subcontract its rights, liabilities or obligations under this Agreement either in whole or in part to any other person, firm or company. IGD shall promptly give notice to the Customer of any such assignment.

12.2 The Customer shall not (or purport to) assign, sub-license, sub-contract, transfer, charge or otherwise encumber, create any trust over or deal in any manner with this Agreement or any of its rights, liabilities or obligations under this Agreement without the prior written consent of IGD (such consent not to be unreasonably withheld or delayed).

13. GENERAL

13.1 Unless a Party expressly states in writing that it is waiving a particular power, right or remedy in a particular stated instance, no failure or delay or omission by either Party in exercising any power, right or remedy under this Agreement or at law shall operate as a waiver of such power, right or remedy; and no waiver in any particular instance shall extend to or affect any other or subsequent event or impair any powers, rights or remedies in respect of it or in any way modify or diminish that Party's other powers, rights or remedies under this Agreement or at law.

13.2 If any Clause or other provision in this Agreement shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall in no way affect any other Clause or provision or part of any Clause or provision, all of which shall remain in full force and effect.

13.3 Nothing in this Agreement shall create or be deemed to create a partnership, an agency or a relationship of employer and employee between the Parties.

13.4 A person who is not a Party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 in respect of any term of this Agreement.

13.5 Each party warrants to the other that:

1. it will not and will procure that its staff will not engage in any activity, practice or conduct which would constitute an offence of bribery or facilitation payment in the United Kingdom or in the country where the Customer is based ; and

2. it has and will maintain in place adequate procedures and training of its staff to ensure compliance with 14.5 (1).

13.6 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including, in any of the foregoing areas, non-contractual disputes or claims) shall be governed by and construed in accordance with English law and the Parties irrevocably agree that the English courts shall have exclusive jurisdiction to settle any claim that arises out of or in connection with this Agreement or its subject matter or formation (including, in any of the foregoing areas, non-contractual disputes or claims).