News subscription agreement standard terms
1 Introduction
1.1 The “Subscriber”, “you” or “your” refers to the person, firm or company purchasing a Subscription (as defined below), as may be set out in the Contract Details.
1.2 The “Licensor”, “we”, “us” or “our” refers to either: (a) Insider International Limited, incorporated in England and Wales with company registration number 15236286 and whose registered address is at 16-18 Middlesex Street, Middlesex Street, London, E1 7EX (“Insider UK”); or (b) Insider International US LLC, a company incorporated in New York, having its registered office at 251 Little Falls Drive, Wilmington, Delaware 19808 (“Insider US”). Where the Subscriber is located in the United States of America, the Licensor is Insider US; where the Subscriber is located in any other country or jurisdiction, the Licensor is Insider UK.
1.3 These terms and conditions, including any Additional Terms, if applicable (the “Standard Terms”), together with the Contract Details and, if applicable, Schedule 1, constitute the agreement between the Subscriber and the Licensor (the “Agreement”) in relation to your subscription to any Product (“Subscription”).
1.4 Please read this Agreement carefully. By using the Product, you shall be regarded as having agreed to these Standard Terms. If you do not agree to the terms of this Agreement, you should cancel your Subscription in accordance with the terms set out herein.
1.5 These Standard Terms (together with any amendment(s)) apply to the exclusion of any other terms that you or we may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. You and we acknowledge that only these Standard Terms (together with any amendment(s)) apply to any Subscription. Any other terms and conditions issued by you, whether on a purchase order or other documentation issued by you, or issued by or in the course of us using any invoicing or billing systems or software made available by you, are expressly excluded. You and we acknowledge that any terms and conditions that we are required to accept in order to access or make use of any of your systems and software are null and void in relation to your access to and use of any Product or Content.
1.6 References in this Agreement to “Licensor”, “we”, “us” or “our” refer to the licensor specified in the Contract Details.
1.7 References in this Agreement to “you”, “your”, or “Subscriber” refer to the subscriber specified in the Contract Details.
1.8 References to “group” refer to, in relation to a company, that company, any affiliate, subsidiary or holding company of that company, and any affiliate or subsidiary of a holding company of that company.
1.9 Reference in this Agreement to “Authorised Users” means the employees of the Subscriber who are authorised to use the Product.
1.10 Any phrase introduced by the words “including”, “include”, “in particular” or any similar expression is illustrative only and does not limit the generality of any preceding words.
1.11 This Agreement constitutes the entire agreement between you and us relating to your Subscription and it supersedes all previous communications, representations and arrangements, either written or oral.
2 Registration
2.1 By submitting your subscription details to us, you are making an application to purchase a Subscription. We reserve the right to reject your application for any reason.
3 Commencement and Term
3.1 Once we have approved your application for a Subscription, this Agreement shall start on the Commencement Date and shall, subject to early termination in accordance with clause 8, continue for the Minimum Term.
3.2 Following expiry of the Minimum Term, this Agreement shall renew automatically for further successive renewal periods of 12 months each (a “Renewal Term”) unless written notice of termination is given by one party to the other at least 60 days before the expiry of the Minimum Term or the applicable Renewal Term.
3.3 Unless written notice of termination is given by you to us at least 60 days before the expiry of the relevant term, your Subscription shall automatically renew for another year and we shall invoice you for the applicable Fee in accordance with the Contract Details and the terms set out herein.
3.4 Following expiry of the Minimum Term, we may increase the applicable Fee. Such changes will be notified to you at least 75 days before the expiry of the Minimum Term and shall take effect from the start of the applicable Renewal Term.
4 Payment
4.1 We shall invoice you for the Fee in accordance with the Contract Details and this clause 4. You shall pay each invoice within 30 days of the date of receipt of the invoice.
4.2 The Fee is exclusive of amounts in respect of any applicable value added tax or sales tax (“Tax”). If Tax is chargeable, you shall, on receipt of a valid Tax invoice, pay such additional amounts in respect of Tax as are chargeable on the supply of the Product at the time of invoicing.
4.3 Any change to the Subscriber, its group and/or Authorised Users must be notified to us, and may result in changes to the Fee payable. This includes:
(a) any change in the Subscriber’s structure or group structure, such as a merger, acquisition or divestiture affecting you or your group; and/or
(b) any significant increase in the number of Authorised Users (10% or more) for any reason.
4.4 Any changes to the Fee payable under clause 4.3 will be set out in an amendment to this Agreement. If you and we fail to agree an appropriate increase to the Fee, we may restrict or prevent any excess or additional Authorised Users, as contemplated under clause 4.3, from accessing or using the Product.
4.5 If you fail to make a payment due under this Agreement by the due date, then, without limiting our other remedies: (a) you shall pay interest on the overdue sum from the due date until payment of the overdue sum at the rate of 4% a year above the Bank of England's base rate from time to time; and (b) we have the right to suspend or restrict your (and your Authorised Users’) access to the Product.
4.6 All amounts payable by you shall be paid in full without any set-off, counterclaim, deduction or withholding (other than as required by law).
5 Subscription and Authorised Users
5.1 For the purposes of these Standard Terms, “Content” is defined as any data, information or content: (a) in the Product; (b) in any newsletters, emails or other communications we produce, distribute or make available; or (c) made available via or through our API (where applicable).
5.2 The Subscription is strictly limited to the person, firm or company listed in the Contract Details, and to the Authorised Users and/or group companies listed in Schedule 1 (where applicable). You may not, and you must ensure your Authorised Users do not, allow any other person, company or firm, including any group companies, to access the Product or view any Content, unless and to the extent that such access is permitted by these Standard Terms, or we have given you our express written consent in advance, or in the case of group companies, such group companies are listed in the Contract Details or Schedule 1.
5.3 Neither you nor any Authorised User may:
(a) share their registered password or give access to the Product, or any Content through their password and/or contact details to any other person;
(b) make any Content available (whether online or offline), or share any Content, with any person who is not an Authorised User; or
(c) allow any person who is not an Authorised User to view, read or access the Content.
5.4 We shall provide each Authorised User with a unique username and password to access the Product or shall otherwise enable the Authorised Users to access the Product.
5.5 You shall ensure that each Authorised User is aware of and complies with these Standard Terms, and you shall be liable for any breach of the Agreement by any Authorised User.
5.6 You shall at all times ensure that Authorised Users are your current employees. Whenever an individual who is an Authorised User leaves your employment, you shall promptly inform us, so that we can disable the login access of such individual.
5.7 If at any time you require additional or substitute Authorised User(s) to have access to the Product, you shall provide us with:
(a) the names and business email addresses of such additional or substitute Authorised User(s); and
(b) the details of any Authorised User(s) whose access to the Product is to be terminated;
and you shall pay any applicable increase in the Fee in respect of any additional Authorised Users. No increase to the Fee is payable for substitute Authorised Users.
5.8 If you or any Authorised User fails to comply with this clause 5, your Subscription may be suspended or terminated.
6 Usage policy
6.1 The Product and all of the Content belongs to us or our licensors, who own all intellectual property rights (including copyright and database rights) in them, and any selection or arrangement of the Content. No intellectual property rights in the Product or Content are transferred to you or the Authorised Users. The availability and the Authorised Users’ use of the Product and Content is expressly subject to the terms of this Agreement.
6.2 Authorised Users may: (a) access the Product and Content; (b) store Content on their own web-enabled device(s) for their own personal use; and (c) print single copies of articles for their personal use.
6.3 Subject to clause 6.2 and/or as otherwise permitted herein, you and your Authorised Users may not:
(a) copy or reproduce any Content;
(b) store in or transmit to any other website, newsgroup, mailing list, electronic bulletin board, server or other storage device connected to a network or regularly or systematically store in electronic or print form, any Content;
(c) recompile, decompile, disassemble, reverse engineer, distribute, publish, display, perform, modify, upload to, create derivative works or databases from, transmit, transfer, sell, license, upload, edit post, frame, link, or in any way exploit any Content;
(d) remove the copyright or trademark notice from any Content;
(e) use or permit the use, whether through automated means or otherwise, of any software, tool or other device (including, but not limited to robots, crawlers, spiders or scripts) on any Product or Content, in order to copy, collect or scrape any Content;
(f) share, or allow access to, any Content with any person within their own company, or externally, if that person is not an Authorised User; or
(g) use any Content to provide any services which compete with the business of the Licensor or for any other commercial purposes other than in the course of their usual business activities.
6.4 Usage of any Content which is not expressly permitted under this Agreement constitutes a breach of this Agreement and may also be a breach of copyright law. If you or any Authorised User fails to comply with this clause 6 or clause 7, your Subscription may be suspended or terminated.
6.5 If you require rights to use Content beyond those permitted in clauses 5, 6 or 7, please contact your account manager to discuss obtaining a licence to grant additional rights of usage. Where we permit you additional usage or distribution rights in, of or to the Content, you must ensure that Insurance Insider is credited as the source of such Content.
6.6 If, in our reasonable opinion, you or any Authorised User is abusing the Content or is using the Product or any Content in ways or quantities which:
(a) are beyond reasonable for an individual Authorised User;
(b) significantly impair other customers' access and/or use of the Product or Content; and/or
(c) affect the integrity, operation or security of the Product or any Content,
then we reserve the right to place restrictions on your use of and/or access to the Content, and/or terminate your Subscription and no refund of the Fee will apply.
6.7 We may, at our discretion change, remove, suspend or discontinue any aspect of the Product at any time, including the availability of any Content.
7 Artificial Intelligence
7.1 “AI Tool” is defined as: the application of computer systems, programmes, software protocols, models or tools which purport to, or are able to, perform tasks or produce output normally requiring human intelligence. Examples include visual perception, speech recognition, decision-making and natural language understanding. This definition also includes the development of algorithms and statistical models which enable computer systems to create or develop pipelines, feature stores, or shared knowledge bases, or otherwise perform tasks and make decisions without explicit instructions, relying on patterns and inferences from data instead, also known as machine learning.
7.2 You and your Authorised Users must not:
(a) conduct data mining on, apply or fine-tune any AI Tools to, or train AI Tools on, any Product or Content;
(b) use AI Tools for the purpose of generating text, images or any other material, output or derivative works based on or using the Product or any Content, whether or not in the same or similar style as the Product or Content; or
(c) input any Content into any AI Tool, nor knowingly allow any Content to be accessed, viewed or used by any AI Tool.
7.3 We may give our consent for you to use some Content in or with an AI Tool which is used solely by you, used only for your own internal business purposes and which is not publicly accessible or available (an “Internal AI Tool”). You must obtain written authorisation from our Chief Executive Officer, Chief Revenue Officer or Director of Product in advance of using the Content in or with any Internal AI Tool, and you must provide accurate and up-to-date information, as we may request, as to the nature and use of the Internal AI Tool. Specifically, you must confirm the provider of the Internal AI Tool, the model family, exact version, environment / tenant and exact use case.
7.4 We may issue or refuse authorisation(s) requested under clause 7.3 at our sole discretion, and any authorisation given relates only to the specific request made. We may withdraw our authorisation (if given) at any time and for any reason.
7.5 Separate / additional authorisations must be obtained for each separate use case and/or each Internal AI Tool. You must inform us immediately if any part of the information provided to us at the time of requesting authorisation changes at any time during the term of this Agreement, as any change will require a separate / additional authorisation.
7.6 Where we withdraw our authorisation to use any Content in or with an Internal AI Tool or for any particular use case, and always on termination of this Agreement for any reason, you must ensure that all Content is permanently removed from the Internal AI Tool and the Internal AI Tool no longer makes use of any Content. You must provide a provide a signed attestation to confirm that deletion has taken effect, including the details of the Internal AI Tool(s) from which the Content has been deleted and the dates of deletion.
8 Cancellation
8.1 You may cancel your Subscription or any part of it at the end of the Minimum Term or current Renewal Term (as applicable). If you notify us of your intention to cancel, such notice shall only take effect at the end of the Minimum Term or current Renewal Term (as applicable), and you shall not be entitled to a refund of the Fee or any part of the Fee. You may notify us that you wish to cancel your Subscription by contacting us in writing via your account manager.
8.2 We may, at our option, suspend or terminate your Subscription, or suspend or terminate any Authorised User’s access to the Product, if you or any Authorised User breaches, or fails to comply with, any provision of this Agreement. Where we terminate the Agreement under this clause, we owe no further obligation to you and we shall not refund the Fee or any part of the Fee.
8.3 We may also suspend or terminate your Subscription and/or access to the Product if we are prevented from providing the Product to you due to any circumstance beyond our reasonable control. In such circumstances, we will refund the Fee on a pro-rata basis.
9 Data protection
9.1 For the purposes of this clause 9, “Data Protection Laws” means:
(a) in relation to the Licensor: (i) the UK GDPR (which brought the EU’s General Data Protection Regulation ((EU) 2016/679) into UK national law via the European Union (Withdrawal) Act 2018) and the Data Protection Act 2018, and all laws and regulations applicable in the United Kingdom relating to the processing of personal data (as defined in the UK GDPR) and privacy (“UK DP Laws”); and (ii) any other data protection and privacy laws and regulations applicable to the processing of personal data of Authorised Users located in other countries or jurisdictions (to the extent that such processing obliges the Licensor to comply with such laws and regulations); and
(b) in relation to the Subscriber: (i) the data protection and privacy laws applicable in its jurisdiction of incorporation; (ii) any other data protection and privacy laws applicable to the processing of personal data of Authorised Users located in other countries or jurisdictions (to the extent that such processing obliges the Subscriber to comply with such laws and regulations); and (iii) the UK DP Laws to the extent necessary to ensure that the Licensor is able to comply with its own obligations.
9.2 You and we acknowledge that, under the UK DP Laws, we are each separate data controllers in relation to any personal data processed for the purposes of performing our obligations under this Agreement, including any personal data we share between us.
9.3 It is anticipated that you, or Authorised Users on their own behalf, will be sharing personal data of your employees, representatives and/or Authorised Users, which we shall process for the purposes of providing access to the Product.
9.4 The personal data you or any Authorised User shares with us will be confined to: names, work email addresses, login details and passwords. Neither you nor we will share any special category data (as defined in the UK GDPR). You and we are each relying on legitimate interests when sharing and processing such personal data.
9.5 All personal data obtained and used by us in connection with the Subscription, shall be processed in accordance with our Privacy Policy.
9.6 Before sharing any personal data with us, you hereby confirm, warrant and represent that you have informed your employees, representatives and Authorised Users that we will be processing their personal data and obtain the necessary licences or consents for their personal data to be processed by us for the purposes of this Agreement. You hereby confirm that you and your employees, representatives or Authorised Users have read our privacy policy and understand how their personal data will be processed by us.
9.7 You must provide us with complete and accurate information in relation to your Subscription and Authorised Users. It is your responsibility to inform us of any changes to this information during the term of this Agreement. We are entitled to rely on the information which you provide to us.
9.8 You and we will promptly co-operate with and provide reasonable assistance, information and records to assist each other with our respective compliance with Data Protection Laws and in relation to all complaints and data subject requests.
9.9 If you believe there has been any personal data breach (as defined in the UK GDPR) of the personal data you have shared with us, you must notify us immediately by contacting dataprotectionofficer@insuranceinsider.com. We will promptly notify you if we become aware of a personal data breach affecting the personal data shared by you with us under this Agreement.
10 Third Party Sites
10.1 Digital versions of Products may contain links to other websites or online and mobile services provided by independent third parties, including websites of our advertisers and sponsors (“Third Party Sites”).
10.2 It is your decision whether you purchase or use any third party products or services made available on or via Third Party Sites. Our privacy policy does not apply to Third Party Sites.
10.3 Products contain advertising and sponsorship. We are not responsible for any error or inaccuracy in any such advertising or sponsorship material.
11 Indemnity
11.1 You shall indemnify us, our group companies, directors, employees, and representatives, from and against all liabilities, costs, expenses, damages and losses arising out of or in connection with a third party claim arising as a result of any unauthorized use of the Content by the Subscriber or any Authorised User.
11.2 We shall indemnify you, from and against all liabilities, costs, expenses, damages and losses caused by our failure to provide our services (including access to the Product) with reasonable skill and care.
11.3 Upon receipt of notice of a claim, action or proceeding in respect of which indemnity may be sought under clauses 11.1 or 11.2, the indemnified party shall promptly notify the indemnifying party in writing and shall not settle any such claim, action or proceeding without the indemnifying party’s written consent, which shall not be unreasonably withheld. The indemnifying party shall at its own expense assume and control the defence of any litigation or proceeding in respect of which indemnity is sought. Each party shall provide the other with such assistance (at the indemnifying party’s cost) as the other party may reasonably require.
12 Limitation of liability
12.1 If we are in breach of this Agreement, we shall, subject to the limitations of this clause 12 be responsible to you for any damages that you incur arising out of your use of the Content and Product(s).
12.2 Without prejudice to the remaining provisions of this clause 12, you agree that your use of the Product and any Content is at your sole risk and acknowledge that each Product is provided “as is” and “as available”. Content is made available for your general information and any advice, opinion, statement or other information forming part of the Content is not intended for trading or to address its particular requirements. Content should not be relied upon in making (or refraining from making) any specific investment or other decisions. We make no representations or warranties and, to the fullest extent allowed by law, exclude all implied warranties (including warranties of satisfactory quality, title and fitness for a particular purpose) regarding the Products, Content and your use of them.
12.3 Nothing in this Agreement shall exclude or limit either party’s liability for fraud or intentional unlawful conduct, or death or personal injury resulting from its negligence.
12.4 Neither party shall be liable to the other party for any incidental, punitive, indirect, special or consequential damage, loss or expense, including any loss of business, contracts, revenue, or profits, any business interruption, security breach, loss of data, loss of goodwill or reputation or other pecuniary loss suffered by the other party, or any losses arising from any viruses, worms, "Trojan horses" or similar programs.
12.5 Without prejudice to the limitation of liability provisions above, our total liability you, including any liability incurred under an indemnity, arising under or in connection with this Agreement, and whether arising in contract, tort, negligence, breach of statutory duty or otherwise, shall be limited to the Fee paid for the 12 month period preceding the date on which the claim arose.
13 Confidentiality
Each party agrees not to disclose any information that, given the circumstances surrounding its disclosure or the nature of the information a reasonable person would conclude to be confidential (“Confidential Information”) without the other party’s prior written consent, and to use at least the same degree of care to prevent unauthorised use and disclosure of Confidential Information as it uses with respect to its own confidential information of like importance (but in no event less than a reasonable degree of care).
14 Compliance with laws
Each party undertakes that, in connection with this Agreement, it has not violated nor is in violation of, and shall at all times comply with any applicable laws and regulations to which it is ordinarily subject, including those relating to anti-corruption, anti-bribery, sanctions and modern slavery.
15 Variation
We reserve the right to amend any terms of this Agreement in our sole discretion. Any amendments will be effective immediately upon posting on our website. Your continued use of the Product following the posting of any amendments to this Agreement will constitute your agreement to such amended Agreement.
16 Conflict
If there is any inconsistency or conflict between any of the provisions in these Standard Terms, the Contract Details, Schedule 1 and/or the Terms of Use on our website, then the order of precedence shall be: (a) Contract Details; (b) Standard Terms; (c) Schedule 1; then (d) the Terms of Use on our website, unless expressly stated otherwise. No other terms and conditions issued by you, or made available to us by you (directly or indirectly) apply to the agreement between us and you for the Subscription, as confirmed in clause 1.5.
17 General
17.1 You agree that we may use your logo and name on our website and marketing materials to refer to you as a customer, unless you give written notice to the contrary. We may also compile case studies on how you use our Product(s), providing in doing so we do not use or expose any personal data of any Authorised Users, or any of your Confidential Information.
17.2 Neither you nor any Authorised User may license, assign or transfer any of your or their rights under this Agreement. We may assign or transfer any of our rights or obligations to any company within our group or to any purchaser of the business and assets of any such group company.
17.3 If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
17.4 Except as expressly provided in this Agreement, a person who is not a party to this Agreement may not enforce any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999.
18 Governing Law and Courts
18.1 If the Subscriber is located in the United States of America: This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of New York and the Parties agree to submit to the exclusive jurisdiction of the courts of New York in respect of any dispute which may arise in relation to it whether in contract, tort or otherwise.
18.2 If the Subscriber is located in any country or jurisdiction that is not the United States of America: This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales and the Parties agree to submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute which may arise in relation to it whether in contract, tort or otherwise.