Insight terms of business - from August 2026

These Terms and Conditions apply to the supply of IGD’s Retail Analysis, Shopper Vista and Away From Home Insight Services (“Insight Services”).

1 Definitions and Interpretation
1.1 Unless the context otherwise requires, the defined terms used in this document have the following meanings:

"Agreement" means these Terms together with the relevant Proposal;

"Authorised User" means an individual who is employed and nominated by the Client to use the Service/s set out in the Proposal, or as otherwise authorised by IGD;

"Breach of Duty" means 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" means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England;

“Client” means the party which places the order to purchase the Service/s, as set out in the Proposal, and includes any of its Personnel, agents, contractors, sub-contractors and Group companies who access, receive or use the Service/s, Website or Materials;

"Copyright Notice" means the copyright notice accessible from the Website from time to time;

"Contract Period" means the Initial Term and any subsequent Renewal Term which is agreed between the parties;

"Fees" means the fees and charges payable by the Client to IGD under this Agreement and as specified in the Proposal;

"Group" in relation to a company, means that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company;

"Insight Service/s" means the Retail Analysis and/or Shopper Vista and/or Away From Home Insight Services supplied by IGD to the Client;

"Intellectual Property Rights" are 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, know-how and topography rights, whether or not registered or capable of protection by registration and the right to apply for any of them;

"Initial Term" means the initial period of the services, as set out in the Proposal;

"IPR" means the Intellectual Property Rights (or those of IGD’s licensors) which are licensed or made available to the Client under this Agreement;

"Liability" means 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 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);

"Materials" means materials of any nature and on any medium that IGD provides or makes available to the Client as part of the Service/s including, but not limited to, information, software, documentation, text, tables, data, diagrams, charts, videos, presentations, records and reports;

“Order” as defined in clause 4;

"Personnel" means individuals who are employed by the Client;

"Privacy Policy" means the privacy policy accessible from the Website from time to time;

"Renewal Term" is defined in clause 2.1;

"Service/s" means the Retail Analysis and/or Shopper Vista and/or Away From Home Insight Services set out in the Proposal and as further detailed in these Terms;

"Site Terms" means the site terms accessible from the Website from time to time;

“Term” means the term of the Agreement, as set out in the Proposal;

"Terms" means these Terms and Conditions for IGD Insight Services;

"Website" is the website operated by IGD to provide the Service/s, at the following URL: "www.igd.com".

1.2 In this Agreement:

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

1.2.2 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;

1.2.3 references to “includes” or “including” or like words or expressions shall mean without limitation; and

1.2.4 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 Duration
2.1 This Agreement shall commence on the date specified in the Proposal (“Commencement Date”) and, unless terminated earlier in accordance with these Terms and Conditions, shall continue for the an initial period of twelve (12) months (“Initial Term”). At the end of the Initial Term, this Agreement shall automatically renew for successive periods of twelve (12) months each (each a “Renewal Term”), unless either party gives not less than three months’ prior written notice to terminate the Agreement, such notice to terminate shall not expire before the end of the Initial Term or, as applicable, the end of the then-current Renewal Term. Such notice shall only be binding on IGD if it is received in writing by IGD before the applicable notice deadline. The Fees payable for each Renewal Term shall be IGD’s then-current standard fees and charges, or such other fees as IGD communicates to the Client prior to renewal.

3 The Services

3.1 IGD shall use reasonable endeavours to provide the Services to the Client materially in accordance with any timescales, delivery requirements and other specifications described in the Proposal, but any such dates, timescales or specifications are indicative only and time for delivery shall not be of the essence of this Agreement.

3.2 In the event of any conflict between the provisions of these Terms, the Site Terms, the Privacy Policy and the Proposal, then the following order of precedence shall apply:

3.2.1 the Terms prevail over

3.2.2 the Site Terms, which prevail over

3.2.3 the Privacy Policy, which prevails over

3.2.4 the Proposal.

 

4 Orders
4.1 Once the Client has signed the Proposal, confirmed acceptance of the Proposal in writing, provided IGD with a purchase order, or otherwise acted in a manner consistent with acceptance of the Proposal, the order is confirmed. For renewals, the order is automatically confirmed once the three months’ notice deadline has passed (“Order”).

4.2 These Terms apply to the Order to the exclusion of any terms and conditions submitted, proposed or stipulated by the Client, whether contained in a purchase order, procurement portal, supplier onboarding document, email, or any other document or communication. Any such Client terms are rejected and shall have no effect unless expressly agreed in writing by an authorised signatory of IGD. If the Client provides IGD with a purchase order for the Service/s, the purchase order shall solely be for the Client’s administrative purposes and shall not form part of this Agreement.

4.3 IGD may assume that any person who reasonably holds themselves out as being an authorised representative of the Client shall be entitled to place an Order on the Client’s behalf.

5 Licence
5.1 The Client acknowledges that the legal and beneficial interest in Intellectual Property Rights relating to, or developed by IGD or IGD’s suppliers in connection with the Service/s belong to IGD or IGD’s licensors. This includes all Intellectual Property Rights in any Materials.

5.2 The Client will not alter or make any addition to the Materials and shall not alter or remove in any manner any trade mark, logo, symbol or name attached or incorporated into the Materials.

5.3 Subject to the Client’s full and ongoing compliance with this Agreement and payment of all Fees, IGD grants the Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable licence to use the Intellectual Property Rights referred to in clause 5.1 for the sole purpose of receiving the Service/s and making use of the Website and the Materials during the Term. This licence is subject to the following restrictions:

5.3.1 the Client may only use those Intellectual Property Rights for its own internal business purposes and in the countries specified in the relevant Order;

5.3.2 the Client may permit only Authorised Users to use or access the Service/s and view the Materials;

5.3.3  Authorised Users may not share Materials with any unauthorised person nor over a network in which unauthorised people may have access;

5.3.4 an Authorised User must not access or store the Materials concurrently from or on more than one computer; each additional use will count as an additional Authorised User;

5.3.5 the Client may use limited extracts of those Intellectual Property Rights in accordance with clause 5.4 for the sole external purpose of marketing or promoting its normal business to an existing or potential retail customer who is the subject of the Service/s;

5.3.6 the Client may not, without IGD’s prior written consent, make available, copy, reproduce, retransmit, disseminate, sell, license, distribute, publish, broadcast, upload to any artificial intelligence tool or model, scrape, mine, reverse engineer, benchmark, train any model using, or otherwise circulate Materials that IGD makes available to the Client to any other person (including the Client’s Personnel, agents, contractors and customers) or use the Materials in any way other than as expressly permitted by IGD;

5.3.7 the Client may only use the Materials and/or Intellectual Property Rights relating thereto for internal business purposes, including internal project work, background information and modelling purposes, and shall not use them to develop, enhance, validate or commercialise any product, service, database, tool or offering which competes with IGD or its Service/s;

5.3.8 save as permitted in clause 5.3.5 and 5.4, the Client will not use the Materials and/or Intellectual Property Rights relating thereto, or any part of them (including, for the avoidance of doubt, any reference to IGD) in any external publication, external presentation, customer proposal, training material, press release, social media post, artificial intelligence prompt or output, or other external communication without the prior written consent of IGD;

5.3.9 the Client will not use or present the Materials in a misleading, unlawful, defamatory, discriminatory or otherwise inappropriate manner, or in any way which would adversely impact upon IGD’s reputation or goodwill. IGD reserves the right to require the Client to cease such use, remove or correct the relevant material, and/or publish a correction in a form approved by IGD; and

5.3.10 the Client is responsible for all actions, omissions and breaches of this Agreement by any company in its Group, its Personnel and any person who accesses the Service/s, Website or Materials using credentials, magic links, systems or access rights issued to or arranged for the Client.

5.4 The Client may include limited extracts of Materials in communications to its Personnel who are not Authorised Users and to existing or potential customers in the normal course of the Client’s business, provided that: (a) the Client does not charge any money or anything for money's worth for supply of any of the Materials; (b) the Client does not disclose more than a small, non-substantial part of any Materials and does not disclose any dataset, report, dashboard, methodology or material portion of the Materials; (c) the Client credits IGD as the source of the information, includes the date the Materials were prepared and includes IGD’s copyright notice; (d) the Client fairly represents and does not alter the extracts of the Materials in any way; (e) the Client does not imply that IGD endorses the Client or any third party, product or service; and (f) IGD may require the Client to cease such use or remove any extract at any time.

6 Authorised Users

6.1 The Client acknowledges that the Proposal will set out the type of licence the Client has ordered and the number of Authorised Users.

6.2 If there is a maximum number of permitted Authorised Users, then they shall be the Personnel specified by the Client in writing to IGD or registered on the Website at a later stage.

6.3 The Client shall ensure that Materials are only made available to and accessed by Authorised Users in accordance with these Terms.

6.4 If the people who constitute Authorised Users change from time to time, the Client shall promptly notify IGD of the change in Authorised User/s and provide all details required by IGD in relation to those individuals who are to be added as Authorised Users.

6.5 The Client agrees to co-operate promptly and fully with IGD if IGD wishes to monitor the Client’s compliance with this clause 6 or any other licence, access, usage or payment obligation under this Agreement (such co-operation to include providing IGD with access to premises, systems, usage records and relevant personnel, allowing IGD to inspect the way in which Materials are used by Authorised Users and/or Personnel and allowing IGD to take copies of any information or documentation relevant to the Client’s compliance) ("Audit"). IGD may conduct an Audit itself or through its appointed representatives on reasonable notice.

6.6 If an Audit reveals that any Materials are used by Personnel or any of the Client’s agents, contractors, sub-contractors or Group companies who are not Authorised Users, or otherwise used outside the scope of this Agreement, the Client agrees to promptly reimburse IGD for any underpaid licence fees calculated at IGD’s then-current list price from the date of first unauthorised use, together with any costs incurred by IGD in carrying out the Audit and any reasonable costs of investigating, mitigating or remedying the unauthorised use. In addition, the Client acknowledges that in such circumstances IGD reserves the right, at IGD’s discretion, to suspend access to the Service/s and/or immediately terminate this Agreement without notice.

7 Fees

7.1 The Fees for the Service/s shall be set out in the Proposal or as otherwise agreed in writing by IGD. The Fees payable for any Renewal Term shall be IGD’s standard fees and charges communicated by IGD to the Client prior to renewal.

7.2 If further Fees are payable as a result of an increase in the number of Authorised Users, usage scope, geographic scope, business units, access method or any other permitted usage threshold, those further Fees will be payable from the date on which the threshold was crossed or the additional use first occurred. The extra Fees shall be pro-rated according to the number of full months left in the current Contract Period unless IGD reasonably determines that the relevant use commenced earlier.

7.3 The Client shall not be entitled to withhold any payments in whole or in part on the grounds that it has a claim, counterclaim or set-off against IGD.

7.4 Fees are exclusive of all current and future taxes, duties and levies, all of which the Client will be responsible for and will pay in full within 28 days of invoice date.

7.5 If the Client 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.

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

7.6.1 require the Client to make full payment in advance;

7.6.2 suspend all or part of the Service/s; or

7.6.3 require the Client to provide such other assurances as IGD may reasonably require in order to secure the Client’s payment obligations.

7.7 Subject to clause 14.1, if IGD becomes entitled to terminate this Agreement or this Agreement is terminated for any reason, any sums then due to IGD, together with any Fees payable for the remainder of the then-current Initial Term or Renewal Term, will immediately become payable by the Client in full, without prejudice to IGD’s other rights and remedies.

8 Warranties

8.1 IGD warrants that it will:

8.1.1 provide the Service/s (and any Materials provided as part of the Service/s) to the Client with reasonable skill and care; and

8.1.2 use its reasonable endeavours to make the Website available to the Client with reasonable skill and care, but IGD makes no other warranties (express or implied) as to the Service/s, the Website or the Materials.

8.2 Without prejudice to the generality of the foregoing, IGD does not warrant that the Service/s, the Website or any Materials will meet the Client’s present or future needs or requirements or that the Service/s, the Website or the Materials will be complete, error-free or wholly accurate or that they will be delivered without interruption, fault or error.

8.3 IGD does not warrant that the Service/s, the Website and any Materials should be used as the deciding factor for any business decision and any business or other decision the Client takes on the basis of the Service/s, the Website or any of the Materials is the Client’s responsibility.

8.4 The time for provision of the Service/s, the Website or any Materials shall not be of the essence.

8.5 The Client assumes sole responsibility for the use, selection and suitability of the Service/s for its needs and objectives and acknowledges that except as above IGD does not provide any additional warranties or guarantees relating to the Service/s, the Website or any Materials provided as part of the Service/s.

8.6 The Client warrants that it shall comply with all applicable laws and regulations and shall not knowingly use the Service/s, the Website or any Materials for any improper, unlawful, infringing, misleading, harmful or competitive purposes (including infringing any Intellectual Property Rights or breaching any data protection, anti-bribery, sanctions, export control or competition laws).

8.7 The Client warrants and undertakes that during the Contract Period:

8.7.1 it is not (i) impersonating anybody, (ii) misrepresenting a relationship with any body or person, or (iii) representing more than one company;

8.7.2 it is not acting contrary to the interest of IGD (in IGD’s opinion); and

8.7.3 it is not a competitor of IGD (in IGD’s opinion).

9 Intellectual Property Rights and Indemnities

9.1 IGD shall defend the Client or, at IGD’s option, settle any claim or action brought against the Client alleging that the Client’s permitted use of IGD’s IPR in accordance with this Agreement infringes the UK Intellectual Property Rights of a third party (“Infringement Claim”), provided that the Client promptly notifies IGD of the Infringement Claim, gives IGD sole conduct and control of the defence and settlement of the Infringement Claim, provides all reasonable assistance requested by IGD, and makes no admission, settlement or compromise without IGD’s prior written consent. The Client shall at all times indemnify IGD in full in respect of any claim of infringement of any third party’s Intellectual Property Rights arising as a result of the Client’s use of such IPR outside the terms of this Agreement or in combination with any other data, materials, software, products or services not supplied by IGD.

9.2 The Client agrees to allow IGD and IGD’s licensors to have control of any proceedings arising as a result of any Infringement Claim or threatened Infringement Claim and the Client agrees that it will make no admission as to liability and that it will not agree to any settlement or compromise of any action without IGD’s consent (or that of IGD’s licensors) (as the case may be).

9.3 The Client agrees that it will, at IGD’s request and at IGD’s cost, lend its name to and offer such other assistance as IGD may reasonably request in relation to any proceedings to protect IGD’s IPR. Any recovery obtained from such proceedings shall accrue solely for IGD’s benefit although IGD will reimburse to the Client any costs reasonably incurred by it in assisting with such proceedings.

9.4 If an Infringement Claim or threatened Infringement Claim occurs in relation to the Service/s, or if IGD considers that such a claim is likely to occur, IGD shall have the right, at its sole discretion to either:

9.4.1 procure for the Client the right or licence to use the Service/s free of the Infringement Claim; or

9.4.2 replace or modify the Service/s to make them non-infringing; or

9.4.3 suspend or terminate that part of the Service/s which relates to the infringement (or potential infringement) and, where IGD terminates the affected Service/s, return any Fees paid by the Client for the affected part of the Service/s in respect of the period after termination in full and final settlement of any claims in respect thereof; or

9.4.4 if none of these options is reasonably practicable, terminate this Agreement and return any Fees paid by the Client for the affected Service/s in respect of the period after termination in full and final settlement.

10 Magic links

10.1 IGD will provide Authorised Users  with magic links to enable login by each Authorised User who is entitled to access the Website and Service/s. Alternatively, IGD may agree to provide access to all computers from a range of Internet Protocol addresses that the Client specifies to IGD in writing. The Client shall be responsible for informing IGD as soon as any of those addresses are no longer used by the Client.

10.2 IGD may also use cookies to recognise computers from which Authorised Users have either had access before or are within the relevant range of Internet Protocol addresses.

10.3 The Client acknowledges that each magic link is unique and confidential and shall ensure that the use of: (a) magic links; or (b) computers within designated Internet Protocol address ranges, is strictly limited to the current relevant Authorised Users and are not shared with anybody else at any time. The Client shall be fully responsible for all access and activity using such magic links or IP address ranges, whether authorised or unauthorised.

10.4 The Client shall immediately notify IGD upon becoming aware or reasonably suspecting of any unauthorised use of a magic link or a computer.

10.5 IGD shall be entitled to assume that any acts or dealings made through the Website from a computer where a valid magic link has been used or within the designated Internet Protocol address range are made by an Authorised User and that such dealings are made on behalf of the Client. The Client shall remain responsible in respect of all such acts and dealings.

11 Access and Use
11.1 The Client agrees that it will only use the Website in a manner which is consistent with this Agreement, that it will comply with all reasonable instructions issued by IGD from time to time relating to use of the Website (including the Site Terms, Copyright Notice and any additional terms and conditions posted on the Website) and that it will comply with applicable laws and regulations.

11.2 The Client acknowledges that from time to time IGD may need to carry out maintenance of the Website, and that the server hosting the Website may experience problems and/or access to some or all of the Website may be temporarily suspended. IGD shall use reasonable endeavours to ensure maintenance is carried out with as little disruption as reasonably practicable to the ability of Authorised Users to access the Website.

11.3 IGD shall, in any event, be entitled to suspend, restrict or terminate access to the Website or to modify any part of the Website for any reason at any time.

11.4 The Client agrees not to use the Service/s made available to it on or via the Website such that it causes the whole or part of the Website or such Service/s to be interrupted, damaged, rendered less efficient or in any way impaired.

12 Data Protection

12.1 The Client acknowledges that prior to and when an Authorised User accesses the Website IGD will collect personal data regarding the Authorised User’s identity and the way in which they use the Website. This information will be used by IGD to provide user IDs and magic links, to customise the Website, to compile management and information statistics and for billing purposes. The Client agrees that IGD may do this and that the Client will be responsible for notifying and obtaining relevant consents from its Personnel to submit their details to IGD to enable IGD to send magic links to Authorised Users.

12.2 Further details of IGD’s Privacy Policy are available on the Website and shall form part of this Agreement.

13 Responsibility for use

13.1 The Client shall ensure that its Personnel, agents, contractors, sub-contractors and Group companies comply with the Client’s obligations under these provisions and for the purposes of clause 13.2 a reference to “the Client” shall include the Client, its Personnel, agents, contractors, sub-contractors and Group companies.

13.2 The Client agrees to fully and promptly indemnify and keep IGD, its officers, employees, contractors, licensors and suppliers indemnified against all liabilities, claims, losses, damages, demands, injuries, charges, fines, proceedings, costs, and expenses (including legal expenses on a full indemnity basis) that IGD may suffer or incur as a direct or indirect result of:

13.2.1 any claims or legal proceedings arising from the Client’s use of the Service/s, Website or Materials or use of the Service/s or Website through a user ID and/or magic link issued to the Client, which are brought or threatened against IGD by any person; or

13.2.2 any breach of this Agreement by the Client; or

13.2.3 any unauthorised access, disclosure, copying, distribution, misuse, alteration, external use or loss of control of the Service/s, Website, Materials, user IDs, magic links or other access credentials.

14 Termination

14.1 IGD may terminate this Agreement without cause at any time by giving 30 days' notice to the Client. If IGD terminates under this clause 14.1, IGD shall promptly refund to the Client any Fees paid in advance for the period after termination, calculated pro rata by reference to the remaining full months of the then-current Initial Term or Renewal Term. No refund shall be due where termination arises from the Client’s breach, non-payment, misuse, unauthorised access or any other act or omission of the Client.

14.2 If the Client breaches or permits a breach of the terms of the licence granted to it in this Agreement, IGD may give the Client written notice immediately terminating this Agreement. The Client acknowledges that such a breach may cause IGD irreparable harm in respect of which it may be difficult for IGD to ascertain financial loss. Accordingly, in addition to any other rights that IGD has, the Client acknowledges that IGD shall be entitled to seek injunctive relief in respect of such breach.

14.3 Without prejudice to the other rights of termination expressed in this Agreement, either party may terminate this Agreement by written notice to the other if:

14.3.1 the other party is in material breach of any of its obligations under this Agreement which is incapable of remedy; or

14.3.2 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, except that IGD may require the Client to remedy any payment, access, licence, confidentiality, misuse or security breach within a shorter period specified by IGD where IGD reasonably considers urgent action is required; or

14.3.3 the other party 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 or

14.3.4 there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010 or the other party takes or suffer similar or analogous action in relation to a restructuring or sale of business).

14.4 Immediately following termination or expiry the Client shall cease using any user ID and magic link in relation to the Website and cease using the Website and Service/s. The Client shall also immediately pay to IGD any Fees and taxes that are outstanding, including any Fees payable under clause 7.7.

14.5 Termination of this Agreement will be without prejudice to any other rights or remedies which IGD or the Client may be entitled to under this Agreement or at law and will not affect any accrued rights or liabilities of either IGD or the Client nor 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 termination.

14.6 IGD reserves the right to terminate the Agreement immediately in the event of a breach of clause 8.7 on the basis that this would be a material breach of the Client’s obligations which is incapable of remedy.

15 Confidentiality

15.1 Neither party (the "receiving party") shall at any time whether before or after the termination of this Agreement except as required to perform its respective rights and obligations under this Agreement, use, copy, adapt, alter, disclose or part with possession of any information or data of or about the other (the "disclosing party") which is disclosed or otherwise comes into the receiving party's possession directly or indirectly as a result of this Agreement all of which information shall be deemed to be of a confidential nature whether marked confidential or not ("Confidential Information"). The Client acknowledges that the Materials, Website functionality, pricing, usage information, methodologies, datasets, research, analysis, forecasts, reports and all non-public information relating to the Service/s are IGD’s Confidential Information. This obligation shall not apply to Confidential Information:

15.1.1 which the receiving party can prove was in its possession at the date it was received or obtained; or

15.1.2 which the receiving party obtains from some person with good legal title thereto other than from or on behalf of the disclosing party; or

15.1.3 which comes into the public domain otherwise than through the default or negligence of the receiving party; or

15.1.4 which is independently developed by or for the receiving party; or

15.1.5 which is required to be disclosed to the extent required by law, court order or a governmental agency.

15.2 The Client acknowledges that IGD’ provision of the Service/s may involve the disclosure to the Client of processes, operations and set-ups that contain proprietary information and Confidential Information ("Trade Secrets"). Notwithstanding the obligations of confidentiality on the Client under clause 15.1, the Client agrees that, unless expressly permitted in writing by IGD, the Client will not use such Trade Secrets for its own purposes or provide or otherwise disclose or make any such Trade Secrets available for any reason to any other person, firm, company or organisation.

15.3 The Client shall ensure that its Personnel, agents and sub-contractors who have, or may have, access to IGD’s Confidential Information or to Trade Secrets are bound by an undertaking in substantially the same terms as those placed on the Client under this Agreement.

15.4 The obligations of confidentiality set out in this clause 15 shall continue after termination of this Agreement.

 

16 Publicity

16.1 The Client shall not make any public announcement, press release, marketing communication or other public disclosure relating to this Agreement, the Service/s, IGD, the Materials or the relationship between the parties without IGD’s prior written consent. IGD may publicise the existence of the relationship with the Client and may use the Client’s name and logo in customer lists, proposals, marketing materials and other communications, provided this is done in a fair and accurate way.

17 Limitation of liability

17.1 This clause 17 prevails over all other clauses in this Agreement and sets forth IGD’s entire Liability, and the Client’s sole and exclusive remedies, in respect of:

17.1.1 the performance, non-performance, purported performance or delay in performance of this Agreement or the Service/s or the Website (or any part of it or them); and

17.1.2 otherwise in relation to this Agreement or the entering into or performance of this Agreement.

17.2 Nothing in this Agreement shall exclude or limit either party’s Liability for (i) fraud (including fraudulent misrepresentation); (ii) death or personal injury caused by Breach of Duty; (iii) any breach of the obligations implied by s.12 Sale of Goods Act 1979 or s.2 Supply of Goods and Services Act 1982; or (iv) any other Liability which cannot be excluded or limited by applicable law.

17.3 In performing any obligation under this Agreement, IGD’s only duty is to exercise reasonable care and skill.

17.4 IGD does not warrant and excludes all Liability in respect of the accuracy, completeness, fitness for purpose or legality of any information accessed using the Service/s or the Website and IGD excludes all Liability of any kind for the transmission or the reception of or the failure to transmit or to receive any material of whatever nature.

17.5 Save as provided in clause 17.2, IGD does not accept and hereby excludes any Liability for Breach of Duty other than any such Liability arising pursuant to the terms of this Agreement.

17.6 Save as provided in clause 17.2, IGD shall have no Liability for any indirect or consequential losses, damages, costs or expenses, loss of actual or anticipated profits, loss of contracts, loss of the use of money, loss of anticipated savings, loss of revenue, loss of goodwill, loss of reputation, loss of business, loss of operation time, loss of opportunity or loss of, damage to or corruption of data. Any such Liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of doubt, the exclusions in this clause apply whether such losses are direct, indirect, consequential or otherwise.

17.7 Save as provided in clause 17.2 and subject to the exclusions and limits set out in this Agreement, IGD’s total aggregate Liability to the Client arising out of or in connection with this Agreement shall not exceed the greater of: (a) the Fees paid by the Client to IGD under this Agreement in the 12 months immediately preceding the event giving rise to the claim; and (b) £50,000.

17.8 The limitation of Liability under clause 17.7 has effect in relation to both 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.

17.9 The provisions of this clause 17 shall continue after the termination of this Agreement.

18 Assignment

18.1 The Client shall not assign, charge, transfer, novate or otherwise encumber, create any trust over or deal in any manner with this Agreement or any right, benefit or interest under it nor transfer, sub-contract or purport to assign, transfer, novate or sub-contract any of its rights or obligations under this Agreement without IGD’s prior written consent, which IGD may withhold or condition at its discretion.

18.2 IGD may assign, charge or otherwise encumber, create any trust over or deal in any manner with this Agreement or any right, benefit or interest under it or transfer or sub-contract any of its rights or obligations under this Agreement to any of its subsidiary or affiliated companies, or to any other person as part of a merger, reorganisation or sale of our business or its assets.

19 Notices

19.1 Any notice required to be given under this Agreement, shall be in writing and shall be sent by pre-paid first-class post or recorded delivery or by commercial courier, to the other party’s registered office or as otherwise specified by the relevant party by notice in writing to the other party.

19.2 Any notice shall be deemed to have been duly received: (a) if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting; or (b) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.

20 Force Majeure

20.1 IGD shall not be liable for any delay or failure to perform any obligation under this Agreement insofar as the performance of such obligations is prevented by an event or by matters 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 electrical, telecoms or general Internet failure), shortage of or inability to obtain materials, failure of computer equipment, failures or delays of sources from which information or data is obtained) ("Event of Force Majeure"), regardless of whether the circumstances in question could have been foreseen.

21 Miscellaneous

21.1 Except in respect of renewals of the Initial Term or any Renewal Term, this Agreement may only be varied if the variation is agreed in writing in each case by a duly authorised representative of each party.

21.2 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.

21.3 The Client acknowledges that no representations were made prior to the entering into of this Agreement and that, in entering into this Agreement, the Client 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 party to this Agreement or not) other than as expressly set out or referred to in this Agreement.

21.4 For the avoidance of doubt and as set out in clause 17.2, nothing in this Agreement shall exclude or limit IGD’s Liability for fraudulent misrepresentations or shall exclude (but this Agreement does limit) IGD’s Liability for any fundamental misrepresentation, including any misrepresentation as to a matter fundamental to IGD’s ability to perform its obligations under this Agreement, on IGD’s part.

21.5 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.

21.6 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.

21.7 This Agreement does not and is not intended to confer any rights to any third party. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

21.8 All dealings, correspondence and contacts between the parties shall be made or conducted in the English language, unless agreed expressly or by conduct to deal, correspond or communicate in another particular language.

21.9 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.

21.10 IGD shall keep a record of this Agreement for six years. However, IGD advises and recommends that the Client retains a copy of this Agreement for future reference.

21.11 Each party warrants to the other that:

(a) it will comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010 and that 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 it is based;

(b) it has and will maintain in place adequate policies, procedures and training of its staff to ensure compliance with 21.11(a);

(c) it will promptly notify the other party if it becomes aware of any breach or suspected breach of this clause; and

(d) it will provide such information and assistances as may reasonably be requested to verify compliance with this clause.

Any breach of this clause 21.11 shall be deemed a material breach of the Agreement and shall entitle the non-breaching party to terminate the Agreement immediately upon written notice.

21.12 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 the laws of England.

21.13 The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or 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).

21.14 The Client acknowledges and agrees that damages alone may not be an adequate remedy for any breach of clauses 5, 6, 10, 13, 15 or 16 and that IGD shall be entitled, without proof of special damage, to seek injunctive or other equitable relief for any actual or threatened breach of those clauses, in addition to any other rights or remedies available to IGD.