Terms and Conditions
General
These terms and conditions (“Terms”) regulate the use of any service offered by Scientific Infra and Private Assets Pte Ltd (“SIPA”) and identified in an Order Form (the “Service”)) to the company named in the Order Form (the “Client”). The Client must ensure that all individuals it authorizes to access the Service and related resources, (each a “User”) comply with these Terms. The specific licensed User (with any affiliate being considered a separate User) must be specified in the Order Form. The Client bears responsibility for any actions or omissions by any User that violates these Terms.
The Client is not permitted to access or utilize the Service, and SIPA has no duty to provide such access, until SIPA has received all necessary information from the Client to complete the Order Form, which must be signed by both parties. This information includes details of Users who will be issued usernames and passwords, as well as details about the teams (including their size, name, and function), divisions, and locations from which Users may originate. These Terms apply exclusively to the Agreement, overriding any other terms that the Client may suggest at any time.
The Services are provided by SIPA, a company registered in Singapore with the registration number 201832913R whose registered office is at 1 George St, 15-02 Singapore 049145.
Acceptance
By using any Service (including, for clarification, any access to freely accessible Data as defined below), in any manner (as defined below), the Client accepts and agrees to be bound by these Terms. If the Client does not accept these Terms, it must immediately discontinue use of the Service in all forms.
SIPA reserves the right to modify these Terms from time to time, with changes taking effect only upon renewal of the Agreement as specified in clause 21. SIPA may communicate any updates by notifying the Client through the email address provided in the Order Form or as otherwise communicated to SIPA.
Registration, Usernames, and Passwords
Where SIPA provides a User with usernames and passwords, the Client must ensure each such User complies with the provisions in this clause 3.
Usernames and passwords are unique to each User they are issued to. The Client must ensure that a User assigned a username and password does not share these credentials with any other individual, including those within the same team, division, or location of the Client. The Client acknowledges that any security breach resulting in an unauthorized person’s use or attempted use of a User’s username and/or password constitutes a material breach of the Agreement by the Client. Usernames and passwords may be reassigned to different Users by the Client upon written request to SIPA. Any new User joining a licensed team within the Client must be promptly reported in writing to SIPA (regardless of whether they are issued a separate username and password). Similarly, when a person departs from a licensed team, the Client must immediately notify SIPA, and ensure that the departing person no longer has access to the Service (unless transferring to another licensed team). SIPA and the Client will periodically verify the identities of Users within a licensed team.
Beyond adhering to other requirements and restrictions in these Terms, the Client must ensure that Users do not share Data extracts, profiles, or lists taken from the Service with individuals who are not Users, regardless of reporting structures or project collaborations with non-User individuals. If the Client has any uncertainty regarding its rights under these Terms, it should consult its designated account manager at SIPA.
The Client acknowledges that it will be responsible for, and SIPA is entitled to seek compensation from the Client for, any breach of clause 3 and its subparts, measured by the Fees (as defined below) that would have been applicable had the Client obtained the proper license for such usage. This right to compensation is in addition to SIPA’s other rights and remedies concerning the breach.
If a username or password is lost or stolen, or if the Client suspects a User’s username or password has been disclosed to any other person, the Client must promptly notify SIPA in writing and ensure that the User immediately changes their credentials.
The Agreement
These Terms and any Order Form signed by both parties together form the “Agreement.” In the event of any inconsistency between these Terms and the Order Form, the Order Form shall prevail.
SIPA agrees to provide, and the Client agrees to utilize, the service detailed in the Order Form (the “Service”), solely in accordance with the Agreement. The Service may be delivered:
through the website (https://indices.edhecinfra.com );
through an Application Program Interface provided by SIPA (the “API”);
through a data feed (via FTP, SFTP, or other methods) (the “Data Feed”);
through an email newsletter; or
through a SIPA Authorized Redistributor
each referred to as a “Source,” as specified in the Order Form.
The Service includes any data or information contained within the Service, the Website, the chosen Source, or any other data and information provided by SIPA to the Client. Such data or information in any format, including freely accessible data on the Website, constitutes the “Data.”
The Client is solely responsible for obtaining and maintaining, at its own expense, the compatible computer equipment and communication devices necessary to access and use the Service through the chosen Source.
No Offer or Advice
The Services are provided by SIPA solely for informational purposes and do not constitute, nor should they be interpreted as, a solicitation, offer, or recommendation by SIPA to acquire or dispose of any investment or engage in any other transaction.
Nothing within the Services constitutes, nor should it be interpreted as, the provision of investment, legal, tax, or other advice by SIPA of any kind, and it should not be relied upon for making investment or other decisions. The Client is encouraged to seek appropriate and specific independent professional advice before making any investment or other decisions.
The Client agrees that it will not hold SIPA legally or equitably responsible for any decisions it makes or refrains from making as a result of its use of the Website or the Service.
No Reliance
SIPA makes no representation, commitment, or warranty that the information or opinions presented in the Website or the Service are accurate, reliable, current, or complete. Neither SIPA nor any third party supplying Data guarantees the accuracy of the Data, the underlying data, or any projections derived from it.
The information and opinions contained in the Website and the Service are provided by SIPA solely for the Client’s internal business use and informational purposes and may be modified without notice.
License
SIPA hereby grants the Client a limited, non-exclusive, non-transferable license, without sub-licensing rights, to access and use the Service (1) when the Services are not subject to an Order Form, only internally for non-production purposes; or alternatively, (2) when the Services are subject to an Order Form, through the specified Source in the Order Form, and in either case solely for lawful purposes related to the Client’s internal business activities in accordance with the terms of the Agreement.
SIPA may offer Client or its Affiliates access to free additional Services and trials that shall be subject to this Agreement and any accompanying terms of use that may apply. The provision of free additional Services and trials is at SIPA’s discretion and may be terminated at any time.
Users may access, download, and save digital copies of Data available on the Service; and (ii) Users may share these digital copies with other authorized Users.
Users may, in connection with their own regular business activities, create documents or materials (“New Materials”) that incorporate limited excerpts from the Data for internal business purposes or for third-party internal use, without SIPA’s prior consent, provided that: (i) only limited information and data may be extracted from Reports and Studies (“Limited Extracts”); (ii) Limited Extracts must not represent more than 10% of any New Materials; (iii) Limited Extracts must be a commercially insubstantial portion of the New Material; (iv) the New Material should primarily consist of original User content; (v) Limited Extracts and conclusions drawn from them in New Materials must be accurate, fair, and reasonable; and (vi) all New Materials must attribute the extracted content to SIPA in this format: “Source: Scientific Infra® and Private Assets, used under permission.” Limited Extracts must remain limited in both quality and quantity, with no routine disclosure or distribution of such excerpts. If the quantity or frequency of Limited Excerpts shared with third parties or internally could reasonably substitute for their own SIPA subscription, this would exceed permitted use and constitute a breach of the Agreement. In ambiguous cases, the Client should consult SIPA before disclosing Data. SIPA will respond promptly but reserves absolute discretion regarding such requests.
SIPA endeavors to compile Data from reliable sources and in good faith but does not warrant that the information or opinions are accurate, up-to-date, or complete.
Restrictions on Use
All rights not expressly granted to the Client are reserved by SIPA. For clarification, this clause 7 applies to all Data, including any Data downloaded by a User as part of the Service delivery.
The Client shall not, and ensure its Users shall not, without SIPA’s prior written consent: (i) use the Service in any manner or for any purpose other than those expressly outlined in the Agreement; (ii) modify, reverse engineer, decompile, disassemble, or attempt to replicate the Service’s performance features (except as allowed by law); (iii) rent, lease, lend, sell, sub-license, assign, share access to, disclose, transmit, copy, modify, or distribute the Service, or offer any of the above to third parties outside the Agreement, including affiliates or other Client teams or locations; or (iv) remove or obscure SIPA’s proprietary rights notices.
As a limited exception to the above subpart, Client may allow access to (i) third party providers of generic computer storage/processing (for example: Microsoft Office 365); and (ii) onsite agents to the extent they are acting on Licensee’s behalf, are not competitors of SIPA, and are bound by a confidentiality agreement.
The Client agrees not to, and shall ensure that Users do not:
copy, modify, or distribute the Service in any form;
exploit or resell it commercially;
disclose or attempt to disclose any Data received from the Service to unauthorized third parties, including any affiliate or other team or location within the Client organization;
build an investment strategy with the goal of totally or partially replicating the Data;
create a functional substitute for the Data offered by SIPA;
create a product or service which competes with, is similar to, or is analogous to the Data, including but not limited to an Index or any other offering which, in SIPA’s sole discretion, is similar to SIPA’s Data or Service.
Restrictions on Use Related to Financial Products
Unless specifically agreed with SIPA in writing and subject to separate terms and fees, the Client may not: (i) use the Service to create, structure, or provide any financial instrument or investment product, including but not limited to one that references an index or combination of indices (“Financial Product”); (ii) present the Service as part of a Financial Product to customers or investors; (iii) directly use the Service in calculations necessary for any Financial Product or to determine the amount payable under a financial instrument or a financial contract by referencing an index or a combination of indices; (iv) to issue, list or trade options, futures, structured products, other derivatives, or other financial products based on the Service, Data and/or on the Derived Data; (v) to be compile, collect, or store Data from the Service by User in any other database.
Fees
The fees payable to SIPA for its provision of the Service are specified in the Order Form (the “Fees”).
SIPA will invoice the Client for the Fees upon an Order start date as outlined in the Order Form, and the Client must pay each invoice within 30 days from the date of receipt. Fees are exclusive of any applicable sales taxes (excluding taxes on SIPA’s net income) resulting from the transactions covered by the Agreement, which the Client shall also be responsible for paying.
If the Client fails to pay invoices within the timeframe specified in clause 9(b), SIPA, without waiving any other rights or remedies, may charge interest on the overdue Fees at a rate of 4% per annum above the Bank of England’s base lending rate from time to time, covering the period from the due date up to the actual payment date (both before and after judgment).
SIPA reserves the right to suspend the Client’s access to the Service (in whole or in part) if any invoice remains unpaid. SIPA will provide the Client with five days' notice before suspending the Service if payment is not received within this period. Suspension of the Service does not affect SIPA’s other rights and remedies related to the Client’s non-compliance with clause 9(b).
Should SIPA engage a debt recovery agency or other third party to collect any unpaid Fees from the Client, SIPA reserves the right to charge the Client for any costs or fee deductions (including any success fee) incurred in the collection process.
Provision of Information
The Client agrees that, to ensure proper use of the Service, it must provide certain information to SIPA regarding the intended usage and recipients of the Service and Source(s). Specifically, the information provided by the Client in the Order Form shall include:
for delivery via the Website, details of Users receiving usernames and passwords, as well as the licensed teams who will use or access the Service and Data;
for delivery via an API, the application integrating the API (specifying whether it is a proprietary or third-party system for the Client) and details of Users receiving usernames and passwords, along with the licensed teams who will use or access the Service and Data; and
for delivery via a Data Feed, details of the application(s) where the Data will be used and the maximum headcount for Users and licensed teams who will use or access the Service and Data.
If the Client utilizes a data warehouse system where Data is stored centrally before being distributed to Users, the Client agrees to notify SIPA of this arrangement. The Client must implement access restrictions to ensure only authorized Users can access the data warehouse.
Additionally, at any time during the Agreement’s term, the Client shall promptly provide SIPA with any information reasonably requested regarding the Client’s receipt and use of the Service.
Service Verification
Upon SIPA’s request, an authorized officer of Client shall certify in writing that Client’s and its Affiliates’ use of the Services has been in compliance with the terms of this Agreement and any applicable Order Form or other related documentation during the period specified by SIPA. Upon thirty (30) days’ notice (or any shorter timeframe requested by SIPA if it suspects a breach has occurred), SIPA or its representative may review Client’s and its Affiliates’ relevant records and systems to verify compliance with the Terms (collectively, a “Verification”). During and up to twelve (12) months after the expiration or termination of the Agreement, SIPA may conduct a Verification of each Service. Such Verification shall be limited to no more than once during any twelve (12) month period, unless SIPA has reasonable suspicion of a breach. Any information obtained by SIPA during the Verification will be treated as Client’s Confidential Information to be used only in connection with the Verification. SIPA will conduct the Verification subject to reasonable security requirements that do not frustrate the Verification. Client shall cooperate with any reasonable requests of SIPA to facilitate a Verification. If a Service Verification reveals that the Service is being used outside the specified parameters in the Order Form or otherwise in breach of the Agreement, SIPA, without waiving other rights and remedies, reserves the right to adjust the Fees to reflect actual Service usage for the period of non-compliance and on a continuing basis thereafter. In such cases, the Client shall also reimburse SIPA for the costs of conducting the Service Audit upon request.
The right to conduct a Service Audit will remain in effect for 12 months following the expiration or termination of the Agreement.
Web Crawlers
Except for expressly authorized API Access within permitted limits, the Client agrees, and shall ensure that Users agree, not to access, attempt to access, monitor, or copy the Service or Data using any automated or programmatic software or other automated or programmatic methods (including agents, robots, spiders, scripts, or web crawlers).
Linked Websites
The Website and the Service may include links to third-party websites. SIPA has not reviewed these websites and does not endorse or assume any responsibility for their content, products, services, or other offerings, nor for their data protection practices or policies. SIPA is not liable for any loss or damage that the Client may suffer or incur as a result of, or in connection with, accessing or using such linked websites.
Intellectual Property Rights
The Client acknowledges that the Service (including the Data), any related confidential information, and documentation, along with all intellectual property rights therein: (i) are and shall remain the property of SIPA; (ii) are protected by the patent, trademark, copyright, trade secret, confidential information, and other intellectual property laws of the relevant jurisdictions; and (iii) were created, compiled, prepared, selected, and arranged by SIPA or its suppliers (as applicable) through substantial investment of time, effort, and resources, constituting valuable intellectual property of SIPA or its suppliers.
Any printed copy of Data, as allowed under the Agreement, must include SIPA’s copyright notice. If there is a suspected breach of this clause or any other restriction on distribution or copying of the Data as stated in the Agreement, or if the Client becomes aware of any threat to SIPA’s intellectual property rights, the Client must promptly inform SIPA and cooperate in protecting SIPA’s intellectual property rights, including identifying recipients of such Data.
The names, images, and logos identifying SIPA and its products and services (including the Service) are proprietary marks of SIPA or its suppliers.
Except as expressly stated, nothing in the Agreement shall be interpreted as granting, either expressly or by implication, estoppel, or otherwise, any license or right under any intellectual property rights of SIPA or its suppliers.
Confidentiality
For the purposes of the Agreement, and subject to clause 15(b), "Confidential Information" refers to all information (regardless of how it is recorded or preserved) disclosed by one party or its Representatives to the other party and that party's Representatives in relation to the Agreement, which is labeled as confidential or should reasonably be considered confidential due to its nature and the manner of its disclosure. "Representatives" refers to a party’s employees, officers, agents, advisers, or subcontractors involved in providing or receiving the Services who need access to the confidential information and who are bound by professional confidentiality obligations to or express confidentiality agreements with a disclosing party in relation to the Confidential Information. This clause shall control over any prior NDA or similar Confidentiality Agreement previously entered into the parties for purposes of evaluating the Service or Data.
"Confidential Information" does not include information that: (i) is or becomes public knowledge (other than through disclosure by the receiving party or its Representatives in violation of this clause 15), (ii) was available to the receiving party on a non-confidential basis before being disclosed by the disclosing party, (iii) becomes available to the receiving party on a non-confidential basis from a third party who, to the receiving party’s knowledge, is not bound by a confidentiality obligation to the disclosing party, (iv) was known to the receiving party before disclosure by the disclosing party, or (v) the parties agree in writing is non-confidential or may be disclosed.
Each party shall keep the other party’s Confidential Information confidential and shall not:
use any Confidential Information except as necessary to exercise or fulfill its rights and obligations under this Agreement (“Permitted Purpose”); or
disclose any Confidential Information in whole or in part to any third party, except as explicitly permitted in this clause.
A party may disclose the other party’s Confidential Information to its Representatives who need to know it for the Permitted Purpose, provided that:
it informs such Representatives of the confidential nature of the information before disclosure; and
it remains responsible for the Representatives' adherence to the confidentiality obligations specified in this clause 14.
A party may disclose Confidential Information as required by law, by any governmental or regulatory authority, or by a court or authority of competent jurisdiction, provided that, to the extent legally permissible, it gives the other party as much advance notice of the disclosure as possible.
Each party retains all rights to its Confidential Information. No rights or obligations concerning a party's Confidential Information, other than those expressly outlined in the Agreement, are granted to the other party or implied by the Agreement.
The confidentiality obligations in this clause 14 will continue to apply after the termination of the Agreement.
Change in the Service
The Fees apply exclusively to the Service ordered as specified in the Order Form.
SIPA may periodically modify, add to, enhance, or discontinue any part of the Service (including the relevant Source) or any means of communication used in providing the Service throughout the term of the Agreement.
If SIPA discontinues any component of the Service (including the relevant Source), the Client’s access to and rights to use the discontinued element will end. If such a change, in the Client’s reasonable view, materially reduces the Service's utility to the Client, the Client may notify SIPA and choose to either terminate the Agreement and receive a pro rata refund of the Fees for the unused period after termination or continue with the modified Service at a reduced Fee to be negotiated.
SIPA may, from time to time, offer additional services, including new databases or additional Data, which the Client may license and use for additional Fees as agreed upon by SIPA and the Client. These Terms will apply to any new services as specified in an amended Order Form or side letter referencing the Agreement, with such new services considered part of the Service under the Agreement.
Warranties and Limitations of Liability
SIPA warrants that it has the right to grant the Client the license to receive and use the Service as permitted under the Agreement.
Except as expressly stated in the Agreement, all warranties, conditions, and terms—whether expressed or implied by statute, common law, or otherwise—are excluded to the fullest extent permitted by applicable law.
Without limiting the effect of clause 17(b), SIPA does not warrant that:
the Service provision or Website use will be free from errors, viruses, or interruptions;
the Service will be accurate, complete, reliable, secure, useful, fit for purpose, or timely; or
the Service has been tested for the Client’s use or for any third party (including any User) and will be suitable or usable by the Client or any third party (including any User).
Client represents and warrants that:
it has full power and authority to enter into and perform its obligations under an Order Form.
the execution, delivery and performance of an Order Form has been duly authorized by all necessary corporate or other applicable organizational action;
the individual(s) executing an Order Form on its behalf is/are duly authorized to do so; and
an Order Form and these Terms and Conditions constitute a legal, valid and binding obligation of Client, enforceable against it in accordance with its terms.
The Client acknowledges and agrees that:
the use and interpretation of the Service requires specialized skills and knowledge of financial markets;
the Client and Users possess this skill and knowledge and will exercise it, along with appropriate judgment, when using the Service;
the Client is solely responsible, as against SIPA, for any opinions, recommendations, forecasts, conclusions, or actions made by the Client, its Users, or any third party based in whole or part on the Service, except as explicitly stated in the Agreement; and
the Client is best positioned to assess any potential loss related to the Agreement and is therefore responsible for making suitable insurance arrangements for such risks, recognizing that the provisions of this clause 16 are reasonable in these circumstances.
SIPA does not exclude or limit its liability to the Client for:
fraud or fraudulent misrepresentation;
death or personal injury caused by its negligence;
its liability under clause 17 (Indemnity); or
any matter that cannot be excluded or limited under applicable law.
Subject to clause 16(e), SIPA shall not be liable, whether in contract, tort (including negligence and breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or otherwise, for:
any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation, or goodwill;
any loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or
any loss or liability (whether direct or indirect) under or related to any other contract.
Subject to clause 16(e), SIPA’s total aggregate liability arising from contract, tort (including negligence and breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or otherwise, in connection with the Agreement’s performance or contemplated performance, shall in all circumstances be limited to the Fees paid or payable by the Client in the first 12 months of the Agreement.
Any dates provided for Service delivery are approximate, and timing is not essential.
Indemnity
SIPA indemnity to Client:
SIPA agrees to defend the Client against any claim or action alleging that the provision, receipt, or use of the Service infringes a third party's copyright (a "Claim") and shall cover any resulting losses, damages, costs (including legal fees), and expenses incurred by or awarded against the Client in connection with such a Claim.
Clause 18(a) does not apply if the Claim arises from:
the Client’s possession, use, development, modification, or retention of the Service (or any part of it) outside the terms of the Agreement; or
use of the Service (or any part) combined with any data not supplied or specified by SIPA, where the infringement would have been avoided by not combining the Service with such data.
If a Claim is made, or if SIPA reasonably believes a Claim is likely to be made, SIPA may, at its discretion and expense:
secure for the Client the right to continue using the Service per the Agreement;
modify the Service to remove the infringing element;
replace the Service with a non-infringing alternative; or
terminate the Agreement with immediate effect by written notice to the Client and refund any Fees paid by the Client for the period after the termination date.
This clause 17 provides the Client's sole remedy concerning Claims.
Client indemnity to SIPA: Client shall defend, indemnify, and hold harmless SIPA and any of their respective officers, directors, managers, employees and other representatives (collectively, the “SIPA Indemnified Parties”) from and against any Losses arising in any manner out of any Claim relating to or arising from or in connection with (i) any use of, or inability to use, any Service (including, for example, use related to distribution, analyses, reports, research, investments, asset allocation, advice, recommendations, decisions, portfolios or investment products) or (ii) any breach by Client or its Affiliates of any provision contained in the Terms.
Indemnification Procedures: The indemnified party shall promptly notify the indemnifying party of any indemnifiable Claim (although failure to do so will only relieve the indemnifying party of its obligations hereunder to the extent the indemnifying party was prejudiced thereby). The indemnified party shall have the right, at its own expense, to participate in the defense of any such Claim. The indemnifying party shall have full control over the defense of any such Claim. The indemnifying party shall have total control over all negotiations for the settlement or compromise of a Claim which such party is required to defend or handle under this Article, provided that such settlement or compromise is solely monetary in nature. Without limiting the generality of the foregoing, the indemnifying party may not, without the indemnified party’s prior written consent, settle, compromise or consent to the entry of any judgment in any such Claim, unless such settlement, compromise or consent: (i) includes an unconditional release of the relevant indemnified party from all liability arising out of such Claim, (ii) makes no statement as to, nor an admission of, fault, culpability or failure to act by or on behalf of, the relevant indemnified party, and (iii) does not include any restrictive covenants or otherwise adversely affect the relevant indemnified party. Each party shall cooperate, and cause their respective Affiliates to cooperate, in any indemnified Claim hereunder.
Usage Data and Aggregate Data
The Client acknowledges that SIPA may: (i) use software tools, including cookies, to collect data on how the Client and Users interact with the Service, capturing information on clickstreams, general categories, messages (including subject headers, senders, and recipients), software downloads, session times, and volumes and types of Data accessed or downloaded ("Usage Data"); (ii) retain and process Usage Data to detect and prevent breaches of SIPA’s network security, the law, or the Agreement, as well as for support, capacity planning, and the operation and enhancement of SIPA’s services; (iii) use Usage Data to tailor, gather feedback on, and market SIPA’s services in accordance with SIPA’s privacy policy; and/or (iv) transfer Usage Data to destinations outside the UK and the EEA, which may have different data protection standards from those in the UK and EEA.
Except for Personal Data included within Usage Data (which may only be retained as long as legally permitted), SIPA may retain and utilize Usage Data for a reasonable period after generation, and where required by law, for a longer duration.
The Client acknowledges that SIPA and its affiliates may anonymize and aggregate Usage Data collected under the Agreement with data from other customers (such anonymized and aggregated data being "Aggregate Data") and may distribute (and allow third parties to distribute) this Aggregate Data, analyses based on it, or reports incorporating it, in all media, including through the Service and globally, on a paid or unpaid basis. Such Aggregate Data will not identify the Client or Users unless agreed otherwise. The right to distribute Aggregate Data, perform further analysis, and prepare reports based on Aggregate Data will survive the expiration or termination of the Agreement. Additional details on how SIPA uses and protects Personal Data are available in the Privacy Notice found on SIPA’s website.
The Client acknowledges that: (i) SIPA invests significant effort and resources in obtaining, verifying, presenting, compiling, analyzing, enriching, and/or creating Aggregate Data; (ii) Aggregate Data and all components thereof are proprietary information of value to SIPA and are not within the public domain; (iii) SIPA retains all rights, title, and interest in all intellectual property rights related to Aggregate Data, with legal protections remaining exclusively with SIPA; and (iv) the Client has no proprietary rights in or to the Aggregate Data.
Use of the Client's Logo and Name
With the Client’s prior written consent, SIPA may use the Client’s logo and name to promote the establishment of the Agreement and acknowledge the Client as a SIPA customer on SIPA’s website, presentations, and brochures.
Anti-Bribery and Export Control
SIPA shall ensure that it, along with any supplier or other person performing services under the Agreement on behalf of SIPA, will: (i) comply with all applicable anti-bribery and anti-corruption laws, and (ii) refrain from offering, giving, or agreeing to give any person any gift or consideration as an inducement or reward for performing, refraining from performing, or having performed or refrained from performing any act related to obtaining or executing the Agreement, or for showing or withholding favor in relation to the Agreement. In the event of any breach of this clause 21(a), the Client may terminate the Agreement immediately by providing written notice to SIPA.
The Client shall not access or use, nor permit any User or third party to access or use, the Service (or any part thereof) from any territory subject to US, UK, or EU export controls and sanctions laws and regulations. In the event of any breach of this clause 22(b), SIPA may terminate the Agreement immediately by providing written notice to the Client.
Term and Termination
The Service will be provided for the initial period specified in the Order Form. Upon expiration of that initial period and each subsequent 12-month period, the Client’s subscription will automatically renew for an additional 12-month term, either (i) at the existing Fees (plus a percentage increase equivalent to any increase in the Consumer Price Index ("CPI") published by the UK Office for National Statistics over the previous 12 months) and under these Terms (including any prior written amendments between the parties) or (ii) per clause 21(b)(i) if SIPA wishes to adjust the Fees or Terms (where changes to these Terms have not previously been agreed upon in writing) for the renewed period (“autorenewal”), unless:
the Client terminates the Agreement by providing written notice to SIPA at least 30 days before the renewal date, or
SIPA decides, at its discretion, not to offer autorenewal to the Client and notifies the Client of this decision per clause 21(b)(ii).
SIPA will:
if SIPA intends to renew the subscription at revised Fees (other than CPI adjustments) or on different Terms, notify the Client of these revised Fees and/or Terms in writing at least 60 days before the current term ends. The subscription will then renew for another 12-month period at these revised Fees and/or Terms unless (i) the parties mutually agree otherwise in writing, or (ii) the Client exercises its right to terminate per clause 21(a); or
if SIPA decides not to offer autorenewal, provide written notice of this decision to the Client per clause 25 at least 60 days before the current 12-month period expires, in which case the Agreement will expire at the end of the current term.
If SIPA does not give the Client the required 60 days’ notice of proposed revised Fees or Terms, the existing Fees (adjusted by CPI) and these Terms will remain in effect upon autorenewal.
If the Client is acquired by, or acquires, a third party during the Agreement term—where the acquired or acquiring entity is also a SIPA client—SIPA reserves the right, at its sole discretion, to renegotiate or terminate the Agreement immediately upon written notice. The Client must inform SIPA in writing of any such acquisition.
SIPA may terminate the Agreement by written notice to the Client if SIPA reasonably determines that providing the Service has become unlawful and if SIPA ceases providing that Service to all subscribers. In this situation, SIPA will refund a pro rata portion of the Fees for the period after termination.
Without prejudice to accrued rights under the Agreement, SIPA may terminate the Agreement immediately by written notice if Client fails to pay any amount due under the Agreement by the due date and remains in default 14 days after being notified in writing.
Without prejudice to any accrued rights under the Agreement, either party may terminate the Agreement immediately by written notice if:
the other party commits a material breach of any Agreement term (other than payment) and, if remediable, fails to remedy it within 30 days after written notification;
the other party encounters insolvency, bankruptcy, or similar events, including suspension of debt payments, inability to meet debts as they fall due, or the initiation of winding-up, administration, or receivership proceedings,
Any provision intended to survive termination or expiration of the Agreement will remain in force. Expiry or termination does not affect any rights, remedies, obligations, or liabilities accrued up to that date, including the right to claim damages for pre-existing breaches.
Upon expiry or termination, SIPA will disable the Service, and the Client shall: (i) pay SIPA any outstanding Fees within 30 days, (ii) immediately stop using the Service and delete or destroy all copies of Data or materials downloaded from the Website or provided by SIPA (except as legally or regulatorily required, with written notice to SIPA), while retaining permitted Limited Extracts per the Agreement; and (iii) certify compliance with subsections (i) and (ii) of this paragraph, and (ii) in writing to SIPA if requested.
The Client agrees that, except as expressly provided, termination or expiration of the Agreement does not entitle the Client to a refund of any Fees paid.
Equitable Relief
The Client acknowledges and agrees that, in the event of a breach or threatened breach of the Agreement by the Client, SIPA may suffer irreparable harm. The Client recognizes that monetary damages may be inadequate in such cases, and that SIPA is therefore entitled to seek injunctive or other appropriate equitable relief for any breach or threatened breach of the Agreement.
Assignment
The Client may not assign or transfer any rights or obligations under the Agreement, (including by operation of law) or continue using the services upon a change of control, in whole or in part, to any other party, including affiliates, without prior written consent from SIPA, and any attempt to do so without consent shall be null and void and SIPA may terminate this Agreement and any Order Form without notice. If Client is acquired by, or acquires or merges with any entity or business that would result in increased usage under an Order Form, notwithstanding anything to the contrary Client must obtain MSCI’s written consent prior to such increased usage of the applicable Service.
Notices
Any notice required under the Agreement must be in writing, in English, and delivered by hand, registered post, or airmail. Notices sent to SIPA should be addressed to the Legal Department and emailed clientservices@scientificinfra.com, while notices sent to the Client should be sent to the address or email provided in the Order Form or as updated by email to SIPA. Termination or non-renewal notices by email must include “Termination Notice” in the subject line. Notices will be considered received: (i) upon hand delivery, (ii) two business days after posting by registered mail, (iii) six business days after posting by airmail, or (iv) upon email transmission, provided there is no delivery failure or “out of office” reply.
Amendment/Modification
The Agreement represents the entire agreement between SIPA and the Client regarding the Service and supersedes all previous agreements, promises, warranties, and understandings, whether written or oral. Except as expressly provided, any modification of the Agreement must be in writing and signed by both parties.
Interpretation
In the Agreement: (i) clause headings are for reference only, (ii) singular terms include plural and vice versa, and any gender reference includes all genders, (iii) statutory references include all amendments and subordinate legislation, (iv) "writing" or "written" includes email, and (v) terms such as "including," "include," or "for example" are illustrative and do not limit the preceding terms.
Force Majeure
Neither party is liable for delays or failure to fulfill obligations under the Agreement due to circumstances beyond its reasonable control. In such cases, the affected party is entitled to an extension of time. If the delay extends for 28 days, the unaffected party may terminate the Agreement with written notice.
Severability
If any provision of the Agreement becomes invalid or unenforceable, it will be deemed removed, but the remainder of the Agreement remains effective. If a provision is deemed deleted, the parties will negotiate in good faith to replace it with one that achieves the intended commercial result.
No Partnership
Nothing in the Agreement creates a partnership, joint venture, or agency relationship between the parties.
Remedies and Waivers
The rights and remedies under the Agreement are additional to SIPA’s legal rights and remedies.
Failure or delay in exercising any right or remedy does not constitute a waiver. Partial exercise of a right does not prevent further exercise of that right or any other right.
Contracts (Rights of Third Parties) Act 1999
The Agreement is not intended to be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.
Governing Law
The Agreement is governed by and construed under the laws of England and Wales. Each party submits to the non-exclusive jurisdiction of the English courts for disputes arising from or in connection with the Agreement.