Terms & Conditions

A. Please read these Terms and Conditions before you place any order with GlobalData UK Limited a company registered in England and Wales with offices at John Carpenter House, John Carpenter Street, London EC4Y 0AN (“Verdict”, “we”, “us” or “our”).

B. These Terms and Conditions are incorporated into the Rankings Web Purchase Page for the service or product (“the Web Purchase Page“). The purchase or use of any service or product from Verdict is subject to these Terms and Conditions.

C. These Terms and Conditions combined with the Web Purchase Page, and confirmatory acceptance email comprise the agreement pursuant to which we provide the services (as defined in the Web Purchase Page) to you (“Agreement”). “You” or “your” refers to the person or body corporate which has placed an order (or on whose behalf an order is placed) and includes your legal successors and permitted assigns.

D. Your completion of the Web Purchase Page shall be an offer to purchase products and services from us subject to these Terms and Conditions. We may accept or reject your Web Purchase Page offer at our sole discretion. If we reject your offer then any fees paid will be refunded as set out in Clause 10 below. When using the Web Purchase Page, we may send you an e-mail acknowledging that we have received your offer, but such email will not constitute acceptance of your offer by Verdict . If we do accept your offer, we will send you a separate email stating that we have finished processing your order confirming acceptance, specifying the Order has been processed (“Confirmatory email”).

E. The products and services offered to be purchased are a report, or reports (“Rankings Report”), a Certificate, or Certificates (“Rankings Certificate”) and a rosette or rosettes (“Rankings Rosette”), and are collectively known as the “Rankings Package”.

1. Content and Artwork Responsibility

Where we provide content under this Agreement, namely the Rankings Report(s), Rankings Certificate and Rankings Rosette(s), (“the Rankings Package”), We will be responsible for creating and/or licensing and securing all rights to fully use as contemplated by this Agreement all content in the relevant format. Verdict reserves the right, but has no obligation, to review our proposed content prior to its use and we will use our reasonable endeavours to meet any timeframes set out on the Website, or on the Web Purchase Page. Failure by us to supply the necessary promotional materials for your “Rankings Package” as indicated by us on the Website, or Web Purchase Page will not affect your payment obligations outlined in clause ten (10) below. We retain full editorial approval over the Rankings Package materials, however the positioning of the Rankings Package materials and any promotional materials, on or in any publication or electronic communications from you, once delivered by Verdict, will be at your discretion, but shall in any event not contravene any content guidelines Verdict may have in place from time to time. We reserve the right to withdraw/reject/amend any material supplied by you . This will not affect your obligation to pay the fees in full. In using our Rankings Package and services for advertising and publication you agree to abide by all applicable laws, regulations and codes of conduct and you will not engage in any activities relating to our services or the website that are contrary to such laws, regulations and codes as well as the terms and conditions of use of our website.

2. Rights

2.1 In consideration of us providing our products and services to you, you assign to us with full title guarantee, for use throughout the world, the copyright (whether vested, contingent or future) in any copy supplied by you and all rights of action in respect of that copy. The above will not operate as an assignment of your trademarks, service marks and logos which will remain your property. You hereby grant to us a world-wide, non-exclusive, fully paid license; (a) to use, reproduce, digitise, publish, display and distribute materials incorporating your designated trademarks or service marks; and (b) to use, reproduce, publish, display, transmit and otherwise broadcast any and all content and other materials, including “corrective material” (defined at clause 4.4) displayed or otherwise provided or otherwise submitted by or for You to Verdict .

2.2 All legal and beneficial interest in all copyrights, patents, trademarks, service marks, design rights (whether registered or unregistered), database rights, proprietary information rights and all other proprietary rights as may exist anywhere in the world together with applications associated with any such rights (“Intellectual Property Rights”) relating to the products and services (including information, software, data and reports) described in the Web Purchase Page and Rankings Package itself (the “Product”) belong to Verdict  or its group of companies and you obtain no ownership rights in the Product or any of the Intellectual Property Rights pursuant to or arising out of this Agreement, save that Verdict hereby grants You an exclusive, non-transferable, limited and revocable license to access and use the Rankings Report(s), Rankings Certificate(s), and Rankings Rosette(s) subject to these Terms and Conditions. Verdict may suspend the license immediately in the event that it suspects a material breach of this Agreement by You.

3. Marketing and Promotion

The parties agree that they shall each carry out any marketing activities hereunder in accordance with all applicable laws and regulations including, without limitation, all applicable laws and regulations concerning privacy, unsolicited e-mail and data. To the extent that you plan to conduct your own e-mail marketing, you shall so advise Verdict in order to obtain the correct web links and consents if applicable.

4. Timings

4.1 By accepting these Terms and Conditions, unless otherwise agreed in writing, you are agreeing that;

(i) Single purchases: where a Rankings package has been purchased, in the absence of an agreement in writing to the contrary, the time for delivery of that Rankings package shall be within an estimated 48 hours after receipt of the email confirming acceptance, specifying the Order has been processed, subject to business capacity. Where business capacity is limited, Verdict shall use reasonable endeavours to deliver the Rankings Package as soon as it is practicable to do so.

(ii) You may use the Rankings Package, as soon as it is delivered is in accordance with the terms and conditions set out in this agreement, and may continue to use it at any point in the future, unless there has been a breach of these terms and conditions, such that clauses 13.1  (termination without notice) or clauses 13.2, or 13.3 are in effect, and/or clause 6.1 is in effect

4.2 You agree that you will cooperate with Verdict in all matters relating to the provision of the Rankings Package and any services being provided and respond promptly to any request (and in any event no longer than seventy-two (72) hours) by Verdict. If you become aware of any material error in the Rankings Package dataset, you shall immediately inform Verdict, and in any event by no later than seventy-two (72) hours after becoming aware of such material error. Verdict shall not be required to amend its Rankings Package content and/or services in the event of an error in the dataset, but Verdict shall at its absolute discretion be entitled to amend the Rankings Package and/or services in any event. For the avoidance of doubt, any error in the dataset notified by You to Verdict must be accompanied with clear guidance, instruction, and source data if applicable as to why such is an error (“corrective material”). Further, Verdict reserves the right to repeat standing copy in any event.

5. Cancellation

Once payment has been made and You have received your confirmatory email that the Order has been processed, you remain liable for one hundred per cent (100%) of the fees as specified and set out on the Website and Web Purchase Page in respect of the rankings year for which you have purchased the Rankings Product. Any request for the cancellation of the services shall be submitted to us in writing. You accept that only in our absolute and sole discretion will cancellations and or refunds be permitted, and this option will only be exercised in exceptional circumstances, for example, we may choose to refund if there was a substantial and material error in our dataset. Further you may be subject to additional fees if such discretion is exercised by us, and we incur significant time and expense in facilitating a current year cancellation and/or refund.

If the Rankings Package and or services are found to have a fundamental error in copy, content, or another material issue, Verdict reserves the right to cancel the Rankings Package and services, with You being responsible for one hundred per cent (100%) of the fees specified on the Website and Web Purchase Page. There shall be no obligation whatsoever for us to agree to redeliver the Rankings Package and/or services that have been cancelled.

6. Suspension

6.1 In the event that you fail to pay any sums due to us under this Agreement we reserve the right in our absolute discretion to immediately; (a) suspend and/or require you to suspend your use of our services and any materials we have provided under your contract and/or your space or pages on our website or publication; and/or (b) remove and/or require you to remove your advertisement(s) or other copy and all your materials (including without limitation your trademarks, logos and white papers) relating to the Rankings Package from any website, publication or electronic communications. For the purpose of this clause, “Advertisements” shall be deemed to mean all content which we have provided to you in the Rankings Package during the current rankings year.

6.2 Upon your payment of any such outstanding sums owed to us, we may in our sole discretion allow you to resume any or all of the foregoing uses in relation to our services and the space on our Website, and shall inform you of our decision in writing. If your Rankings Package and/or services with us are reinstated and allowed to resume, then your contract shall thereafter be as if the contract had not been suspended). This shall not in any way affect or prejudice our right to terminate the contract or any other rights or remedies available to us.

7. Warranty & Indemnity

You warrant and represent to us that: (a) you have all necessary rights to grant the rights and licences set out in your contract with us; (b) neither any corrective material provided by you nor any material which you may be linked to will contain anything that is defamatory, obscene, false or misleading or which otherwise violates any intellectual property rights or rights of any person or organization; and (c) use of the corrective material provided by you will not violate any applicable law, regulation or right. You agree that there have been no guarantees made by us and that no employee of Verdict, or any company within its group of companies, has made a promise or commitment that does not appear here. You agree to indemnify and hold us and any of our officers, employees and agents harmless from and against all and any claims, liabilities, expenses, losses, costs or damages incurred or suffered and any claims or legal proceedings which are brought or threatened, in each case arising from any violation or infringement of third party rights, or any breach of any of these terms and conditions.

8. Liability

To the furthest extent permitted by law, we do not accept liability for any claims, liabilities, expenses, losses, costs or damages(including without limitation, damages for any consequential loss or loss of business opportunities and/or profits) howsoever arising from the use of or inability to use the Rankings Package, our Website, or any of its contents, or from any action or omission taken as a result of using the website or any such contents. In addition, we do not accept liability for any errors or omissions or claims for losses arising from any free of charge services. Our liability in contract, tort or otherwise arising out of or in connection with the Agreement shall not exceed the total payment received by us from you in respect of the relevant service as set out on the Web Purchase Page  Every care is taken to avoid mistakes, but we cannot accept liability for any errors due to you, your third parties, sub-contractors or inaccurate copy instructions, or inaccurate data received from any of the foregoing. Any agent who shall place an advertisement with us shall be deemed jointly and severally liable with the advertiser to us in respect of all matters including fees relating to the advertisement and conditions contained therein. We do not guarantee our products, services or site to be error free, secure, continuously available or free of viruses or other harmful components and we do not guarantee the number of participants or success of any campaign.

9. Payment

9.1 We will invoice you, plus VAT and/or any sales tax if applicable, for fees payable by you to us under this Agreement (“Fees”). You shall make all payments under this Agreement without withholding or deduction of, or in respect of, any tax unless required by law. If any such withholding or deduction is required by law, you shall, when making the payment to which the withholding or deduction relates, pay to Verdict such additional amount as will ensure that Verdict receives the same total amount that it would have received if no such withholding or deduction had been required. Fees will be invoiced approximately 48 hours from receipt of your order. Unless indicated otherwise on the Web Purchase Page, acknowledgment of Order email, or confirmatory email you will be liable to pay all invoices within fourteen (14) days of the date of that invoice, in the event that Fees were not paid at the time of completing the Web Purchase Page.

9.2 If full payment is not received in accordance with this clause nine(9), we reserve the right to postpone the services or take such other action as we deem appropriate. In the event that full payment has not been received within thirty (30) days from the date on which your invoice was raised, Verdict reserves the right (at our discretion) to cancel the services, with full payment by you immediately due and payable. Should your account fall overdue then interest may be charged at a rate of three percent (3%) per annum above The Bank of England base rate in force together with compensation for debt recovery costs pursuant to the provisions of The Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by The Late Payment of Commercial Debts Regulations 2002. Interest will be calculated daily from the due date to the payment date. In addition, we reserve the right in certain circumstances to modify our payment terms to require full payment in advance and / or require you to provide such other assurances as we may require to secure your payment obligations.

9.3 Where your offer has been rejected and there is no valid agreement for the Rankings Package and/or services, any fees paid by you including any VAT and/or sales tax will be refunded to you by Verdict using reasonable endeavours within 7 clear days after the email rejecting your order has been received. This is subject to bank processing, and Verdict shall not be held responsible for any bank processing delays in this respect.

10. Data Protection

10.1 You agree that Verdict may process and disclose personal data which is supplied to and/or collected by Verdict to the extent reasonably necessary for its legitimate business purpose, or other third parties (together “Partner Companies”) carrying out their obligations under this Agreement (“Purpose”). These Partner Companies may be located in countries outside the European Economic Area that do not have laws to protect information supplied to them. Therefore, Verdict undertakes to implement appropriate measures to ensure the adequate protection of personal data in compliance with all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended (together “Data Protection Legislation”).

10.2 You agree to comply with all applicable requirements of Data Protection Legislation in respect of any information shared with you by Verdict. This clause eleven (11) is in addition to, and does not relieve, remove or replace, your obligations or rights under any Data Protection Legislation.

10.3 You shall be liable to us for damages caused by any breach of this clause ten(10). Each party shall be liable to data subjects for damages caused by any breach of such third-party rights under these clauses.

11. Notices

Any notice given to a party under or in connection with this Agreement shall be in writing addressed to that party at the address recorded in the Web Purchase Page or confirmation email, or as otherwise notified in writing from time to time and shall be delivered by registered mail, commercial courier or email. A notice shall be deemed to have been received if sent by registered mail on the second working day after the date of posting; if delivered by commercial courier on the date of delivery confirmed by the courier; or if sent by email such notice shall be deemed to be given immediately if sent before 4pm or if sent after 4pm on the next working day. The times stated within this clause shall apply to the country and/or time zone in which the purchaser of the Rankings Package and/or services are located. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

12. Term and Termination

12.1 This Agreement shall commence on receipt of your confirmatory email following payment and will remain in effect unless the terms and conditions of this agreement are breached. Verdict reserves the right to refuse to accept any bookings at its sole discretion. If you breach or permit a breach of the terms of this Agreement, we may terminate this Agreement immediately upon written notice to you. In addition to any other rights that we have, you acknowledge that we shall be entitled to seek injunctive relief in respect of a breach of the Agreement.

12.2 Without prejudice to any other rights of termination expressed in these Terms, either party may terminate this Agreement with written notice to the other on the commencement of a voluntary case or proceeding seeking liquidation, reorganization or other relief with respect to the other party of its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction, that authorizes the reorganization or liquidation of the other party or its debt or the appointment of a trustee, receiver, liquidator, administrator, custodian or other similar official.

12.3 Either party may terminate this Agreement with written notice to the other party if the other party fails to perform any material obligation hereunder and (in the case of a remediable breach) fails to remedy the breach within fourteen (14) days after receiving written notice of the breach.

13. Force Majeure

We shall not be liable for any delay or failure to perform any obligation under this Agreement insofar as the performance of such obligation is prevented by an event beyond our reasonable control, including but not limited to, earthquake, fire, flood or any other natural disaster, spread of any infectious disease, including (without limitation) any declared pandemic or epidemic, labor dispute, riot, revolution, terrorism, acts of restraint of government or regulatory authorities, any lock down or similar restrictions, failure of computer equipment and failure or delay of sources from which data is obtained.

14. Solicitation

You agree that during the term of the Agreement and for a period of eighteen (18) months immediately following receipt of your confirmatory email of the Rankings Product in this Agreement, you shall not either directly or indirectly solicit, induce, recruit or encourage any of Verdict’s employees, workers or contractors who were involved in the sale, marketing, support or production of the Licensed Product used, to leave their employment or engagement, or attempt to solicit, induce, recruit, encourage or take away employees, workers or contractors of Verdict.

15. Further Provisions

This Agreement, and the Web Purchase Page, together with the email sent to you confirming processing of the Order following payment constitutes the entire understanding between the parties and supersedes all previous agreements and understandings whether oral or written relating to or in connection with your service or event. To the extent that there is any inconsistency between these terms and conditions and the confirmatory email, these terms shall prevail. You may not assign any of your rights under the Agreement without our prior written consent. We may assign any of our rights to any subsidiary or affiliated company or third party or as part of a merger, reorganization or sale of our business. This Agreement may be varied: (a) at any time by Verdict, upon giving you at least 14 days’ prior written notice (the “Variation Notice Period”), provided that if you object to the variation of terms in writing within the Variation Notice Period, the variation shall not be effective. Failure at any time to enforce any of these terms and conditions or to require performance by the other party of any such term or condition shall not be construed as a waiver of such provision or affect the right of either party to enforce the same. If any provision is held to be invalid or unenforceable by any tribunal of competent jurisdiction, the remaining provisions shall not be affected and shall be carried out as closely as possible according to the original intent. This Agreement does not confer any rights to or on any third party. This Agreement shall be governed by English law and each party agrees that the courts of England will have non-exclusive jurisdiction to deal with any disputes arising out of or in connection with this Agreement.

16. ANTI-BRIBERY

16.1 You warrant that you shall:

(a) Comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Foreign Corrupt Practices Act 1977;

(b) Comply with such of Verdict’s anti-bribery and anti- corruption policies as are notified to you from time to time; and

(c) Promptly report to Verdict’s any request or demand for any undue financial or other advantage of any kind received by or on your behalf in connection with the performance of this Agreement. Breach of this clause 16.1 shall be deemed a material breach of this Agreement.