SOLVENCY II WIRE DATA SUBSCRIPTION AGREEMENT
These terms and conditions (“Conditions”) set out the legal terms upon which you may access and use the Solvency II Wire database, whether on a free subscription, or paid subscription, basis (“Subscription”). The Solvency II database (the “Database”) is a database of publicly disclosed information by businesses subject to the EU Solvency II insurance regulations. The Database is accessible to subscribers via the website at www.solvencyiiwiredata.com (the “Website”).
1.1 By subscribing to Our Website or by using Our Website, you accept these Conditions in full. You will be asked to check a tick box during the Subscription registration process to confirm your acceptance of these Conditions. If you disagree with these Conditions, please do not apply for a Subscription to Our Website.
1.2 The terms, “Us”, “We” or “Our” refers to Solvency II Wire Limited. We are a company registered in England & Wales at International House, 28 Holborn Viaduct, London EC1A 2BN and with company number 8087435. You may also contact Us at email@example.com.
1.3 The terms “You” or “User” refers to the user or subscriber to the Database.
2. Licence to use the database
2.1 On a free Subscription, a User:
2.1.1 will have limited access to Our Database. Further details of such access are available on Our Website. Access levels may change from time to time as the Database develops;
2.1.2 Can use such data from the Database that they are permitted to access (as to which, see clause 2.1.1 above) (i) for their own use, and (ii) for their own marketing purposes,
provided always that any use of data from the Database must be attributed to “Solvency II Wire Data” and include a link to Our Website.
2.2 On a paid Subscription, a User:
2.2.1 Has all those rights that are available on a free Subscription basis (and which are described above);
2.2.2 Can use all of the Database for their own use;
2.2.3 Can use charts or analysis of data extracted from the Database (“Processed Data”) to prepare reports or other materials for their own direct clients;
2.2.4 (Subject to clause 2.1.2, and 2.2.3, above) Shall not pass any data that is not Processed Data from the Database to third parties;
2.2.5 Shall not incorporate any data from the Database into their own data or analytics or reporting without an express prior written licence to do so from Us.
2.3 In all cases, the data from the Database (whether Processed Data or otherwise) must be attributed to “Solvency II Wire Data” and You must include a link to Our Website.
2.4 Database right and copyright subsists in the Database, and is owned by Us. We or Our licensors own the intellectual property rights in all other content on Our Website and our trading names and logos. All of Our intellectual property rights are reserved.
2.5 You must not conduct any systematic or automated large-scale data collection activities on or in relation to the Database.
3. Membership subscription and renewal
3.1 The contract between You and Us, upon the terms of these Conditions, will be formed when We notify You that Your application for a Subscription has been successful (but is subject always, in the case of a paid Subscription, to receipt of payment in full, cleared funds from You for the applicable Subscription Period).
3.2 The Subscription charges will be as set out on Our Website from time to time. All charges are exclusive of VAT which, if applicable, shall be charged to, and paid for by, You.
3.3 You must pay to Us the Subscription charges in respect of the first and any subsequent period of Your Subscription in advance and in cleared funds. Subscription periods are either annual or quarterly (i.e. every 3 months) (in either case, a “Subscription Period”).
3.4 We may vary Subscription charges from time to time by posting new charges on Our Website. However, such variations will not affect Subscriptions that have already been paid for.
3.5 Your Subscription will be activated automatically following receipt of your Subscription charges in cleared funds. Your subscription will continue for the Subscription Period(s) for which you have paid in advance, subject to early termination in accordance with these Conditions.
3.6 If you have paid by credit card, in common with other online services, Your Subscription will be automatically renewed at the end of each Subscription Period for which you have already paid in advance. Each renewal Subscription payment will be taken from your credit card on the last working day of the Subscription Period you have previously paid for.
3.7 You may cancel your paid Subscription at the end of any Subscription Period, provided that you give Us NOT LESS THAN 15 days’ written notice prior to the end of the said Subscription Period. You will be able to continue to access the Database until the end of the Subscription Period you have paid for. We reserve the right to cancel any free Subscription if the relevant login/password details have not been used for a period of 12 months or more.
3.8 We cannot refund your Subscription payment once it has been paid. We do not offer any early cancellation or cooling off period for your Subscription.
3.9 We provide You with a login and password to enable You to access Our Website. You must ensure that Your login and password details are kept confidential. You must notify Us in writing immediately if You become aware of any un-authorised use of any of Your logins or passwords. You are responsible for all and any activity on the Website via Your login/password.
4.1 You acknowledge that the Database is a database of publicly disclosed information by (third party) businesses subject to the EU Solvency II insurance regulations. As such, We do not warrant the completeness or accuracy of the information in the Database, nor do We warrant that the information in the Database shall remain available or kept up-to-date.
4.2 To the maximum extent permitted by applicable law We exclude all representations, warranties and conditions relating to the Website and the Database.
4.3 You warrant that Your access to and use of the Website and the Database is not in the capacity of a consumer (i.e. you are not an individual contracting with Us wholly or mainly for Your personal use).
5. Limitation of liability
5.1 Nothing in these Conditions shall limit or exclude Our liability for:
5.1.1 death or personal injury caused by Our negligence;
5.1.2 fraud or fraudulent misrepresentation; or
5.1.3 any other matter in respect of which it would be unlawful for Us to exclude or restrict liability.
5.2 Subject to clause 5.1:
5.2.1 We shall not be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
5.2.2 Our total liability to You for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the value of a (paid) Subscription to Our Website for 36 months.
6.1 Without affecting any other right or remedy available to Us, We may terminate Your Subscription with immediate effect if You:
6.1.1 breach any of these Conditions which is incapable of remedy or, if the breach is capable of being remedied, You fail to remedy the breach within fifteen (15) days of a written request to do so; or
6.1.2 You fail to pay in full, cleared funds the price for a Subscription Period, prior to the start of the first Subscription Period, or (after the first Subscription Period) prior to the end of the immediately preceding Subscription Period.
6.2 As an alternative to (but without prejudice to) Our rights in clause 6.1 above, We may immediately suspend or restrict the scope of Your Subscription in Our discretion upon the occurrence of any of the events listed above.
7. Personal Data
7.1 We will use the personal information You provide to Us:
7.1.1 to manage the provision of Your access to the Database that is permitted by Your Subscription; and
7.1.2 to process Your payment for the Subscription (if applicable); and
7.1.3 to give You information about similar services that We provide, but You may stop receiving this at any time by contacting Us.
7.2 We will retain information about each User’s general login activity (such as time of login/logout, time on the Website, data volume downloaded) for general website analytical purposes. Information about specific User activity (such as which User is looking at what company) will be anonymised, and aggregated on an industry level or role (e.g. management; technical) level. We may use such anonymised and aggregated information for management, marketing or other purposes.
8. User Forum & comments
8.1 Users may be able to post comments (“User Comments”) on user forums (“Website Forums”) or other sections of the Website. You warrant and represent that your User Comments will comply with these Conditions.
8.2 You must not use any Website Forum to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, or other malicious computer software.
8.3 We reserve the right to remove any User Comments that breach these Conditions (without prejudice to any other rights We may have).
8.4 You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use and reproduce Your User Comments.
8.5 Your User Comments shall not:
8.5.1 be unlawful, illegal, fraudulent or harmful;
8.5.2 be obscene or indecent;
8.5.3 infringe any third party rights (including without limitation any third party intellectual property rights);
8.5.4 constitute negligent advice or contain any negligent statement;
8.5.5 constitute spam; or
8.5.6 be offensive, deceptive, threatening, abusive, harassing, or menacing, hateful, discriminatory or inflammatory.
9.1 We may assign, transfer, sub-contract or otherwise deal with Our rights and/or obligations under these Conditions without notifying You or obtaining Your consent.
9.2 You may not assign, transfer, sub-contract or otherwise deal with your rights and/or obligations under these Conditions without Our prior written consent.
10.1 If a provision of these Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
11. Third party websites
11.1 Where there are hyperlinks from Our Website to a third party site, We shall not take any responsibility for, nor do We make any warranties, representations or undertakings about, the content of such third party sites, and We do not endorse or approve the content of such sites. If You decide to use any such link to a third party site, You will leave Our Website and You do so at Your own risk. These links are not recommendations and We have no control over the contents of them.
12. Entire agreement
12.1 These Conditions constitute the entire agreement between You and Us in relation to Your use of Our Website and Database, and supersede all previous agreements in respect of its subject matter.
13. Law and jurisdiction
13.1 These Conditions will be governed by and construed in accordance with English law, and any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.
14.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.