1. Contract

1.1. By signing up for the DDR Buyside Service, the Client confirms that it accepts these Terms and that it agrees to comply with them.

1.2. In these Terms, “Contract” shall mean these Terms and the Subscription Selection Page. If there is an inconsistency between any of the provisions in these Terms and the Subscription Selection Page, the Subscription Selection Page shall prevail.

1.3. Words with capital letters will have the meanings given to them in clause 15 of these Terms.

1.4. In these Terms references to “includes” or “including” shall be deemed to have the words “without limitation” inserted after them.

1.5. Unless otherwise stated, references to “days” mean calendar days.

1.6. Responsive Labs may, at any time, and in our sole discretion, modify these Terms. Any such modification will be effective immediately on notification to the Client. The Client’s continued use of the DDR Buyside Service following any such modification constitutes acceptance of the modified Terms.

2. Subscription

2.1. In submitting the Subscription Selection Page, the Client shall select which level of access to the DDR Buyside Services that it wishes to purchase (“Subscription Level”) which shall dictate the:

2.1.1. number of User Subscriptions;

2.1.2. functions or features available to the Client;

2.1.3. Initial Subscription Term; and

2.1.4. Subscription Fees payable (if applicable).

2.2. If the Client wishes to purchase any Add-ons it shall select such Add-ons in the Subscription Selection Page which shall dictate the Add-on Fees payable.

2.3. Subject to the restrictions set out in this clause 2 and the other terms and conditions of the Contract, Responsive Labs hereby grants to the Client a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the DDR Buyside Service and the Documentation during the Subscription Term.

2.4. In relation to the Authorised Users, the Client undertakes that:

2.4.1. the Authorised Users shall comply with any rules and/or policies notified by Responsive Labs from time to time;

2.4.2. the maximum number of Authorised Users that it authorises to access and use the DDR Buyside Service and the Documentation shall not exceed the number of User Subscriptions under the Subscription Level;

2.4.3. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the DDR Buyside Service and/or Documentation;

2.4.4. each Authorised User shall keep a secure password in connection with the DDR Buyside Service and Documentation and that each Authorised User shall keep their password confidential; and

2.4.5. if the Client exceeds the number of User Subscriptions as a result of a breach of clause 2.4.2 or 2.4.3, then without prejudice to Responsive Labs’ other rights, the Client shall pay to Responsive Labs an amount equal to such underpayment as calculated in accordance with the Subscription Fees set out in clause 8.2 within 10 days of being notified by Responsive Labs.

2.5. The Client shall not access, store, distribute or transmit:

2.5.1. any Viruses into the DDR Buyside Service, Responsive Labs’ network and information systems; or

2.5.2. any material during the course of its use of the DDR Buyside Service that:

(i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(ii) facilitates illegal activity;

(iii) depicts sexually explicit images;

(iv) promotes unlawful violence;

(v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(vi) is otherwise illegal or causes damage or injury to any person or property;

and Responsive Labs reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client's access to any material that breaches the provisions of this clause.

2.6. The Client shall not:

2.6.1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Contract:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

2.6.2. access all or any part of the DDR Buyside Service and/or Documentation in order to build a product or service which competes with the DDR Buyside Service and/or the Documentation;

2.6.3. subject to clause 14.11, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the DDR Buyside Service and/or Documentation available to any third party except the Authorised Users;

2.6.4. attempt to obtain, or assist third parties in obtaining, access to the DDR Buyside Service and/or Documentation, other than as provided under this clause 2; or

2.6.5. introduce, or permit the introduction of, any Virus or Vulnerability into Responsive Labs’ network and information systems.

2.7. The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the DDR Buyside Service and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Responsive Labs.

3. Configuration and acceptance

3.1. If Configuration Services are selected as an Add-on this clause 3 shall apply.

3.2. The Client shall provide Responsive Labs with details of the Configuration Requirements.

3.3. Responsive Labs will use reasonable endeavours to perform the Configuration Services for the Client, including setup and coordination with Connected Third Party Participants. Responsive Labs cannot be held responsible for any delays caused by the lack of responsiveness from Third Party Participants.

3.4. The Client will nominate an Authorised User to coordinate with Responsive Labs, facilitating the configuration process and communication with Connected Third Party Participants.

3.5. When Responsive Labs considers that the Configuration Services are completed it shall notify the Client. Within five days of such notification the Client shall review the results of the Configuration Services provided to confirm that they are materially in line with the Configuration Requirements. If the Configuration Services fail in any material respect to conform with the Configuration Requirements, the Client shall give Responsive Labs a description of any such non-conformance (“Issue”) in writing, within the review period.

3.6. Responsive Labs shall use reasonable endeavours to correct any Issue within a reasonable time and, on completion, re-submit the Configuration Services to the Client. If Responsive Labs is unable to correct the Issue within a period of three months from the start of the acceptance tests, either party may terminate the Contract without further liability to the other by giving written notice to the other.

3.7. If the Client does not provide any written comments in the notification period described in clause 3.5, or if the Configuration Services are found to conform with the Configuration Requirements, then the Configuration Services shall be deemed accepted as from the date of the notification.

4. DDR Buyside Service

4.1. Responsive Labs shall, during the Subscription Term, provide the DDR Buyside Service and make available the Documentation to the Client on and subject to the terms of the Contract.

4.2. Responsive Labs shall use commercially reasonable endeavours to make the DDR Buyside Service available 24 hours a day, seven days a week, except for:

4.2.1. planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

4.2.2. unscheduled maintenance performed outside Normal Business Hours, provided that Responsive Labs has used reasonable endeavours to give the Client at least 2 Normal Business Hours' notice in advance.

4.3. Responsive Labs will, as part of the DDR Buyside Service and in line with the applicable Subscription Level and/or Add-ons, provide the Client with Responsive Labs’ standard customer support services during Normal Business Hours in accordance with Responsive Labs’ Support Policy in effect at the time that the DDR Buyside Service is provided. Responsive Labs may amend the Support Policy in its sole and absolute discretion from time to time. The Client may purchase enhanced support services separately at Responsive Labs’ then current rates.

5. Third party providers

5.1. The Client acknowledges that the nature of the DDR Buyside Service:

5.1.1. may enable or assist it to correspond with Connected Third Party Participants and that it does so solely at its own risk; or

5.1.2. requires that Connected Third Party Participants may be given details of the Client, Authorised Users and/or other employees of the Client in connection with the DDR Buyside Service.

5.2. Unless expressly stated otherwise:

5.2.1. Responsive Labs makes no representation or commitment and shall have no liability or obligation whatsoever in relation to any such Third Party Participant, including any action taken or omitted to be taken by the Third Party Participant, or any contract entered into by the Client with a Third Party Participant; and

5.2.2. Responsive Labs does not endorse or approve any Third Party Participant.

5.3. To facilitate the exchange of information with Third Party Participants, the DDR Buyside Service utilises a separate service operated by Responsive Labs (“DDR Service”). The terms of the DDR Service can be found at https://www.responsivelabs.net/terms/ddr. These terms are hereby incorporated into these Terms. By signing up for the DDR Buyside Service, the Client confirms that they also accept the terms of the DDR Service.

6. Responsive Labs' obligations

6.1. Responsive Labs undertakes that the DDR Buyside Service will be performed substantially in accordance with the Documentation and with reasonable skill and care.

6.2. The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the DDR Buyside Service contrary to Responsive Labs' instructions, or modification or alteration of the DDR Buyside Service by any party other than Responsive Labs or Responsive Labs' duly authorised contractors or agents. If the DDR Buyside Service does not conform with the foregoing undertaking, Responsive Labs will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.

6.3. Responsive Labs:

6.3.1. does not warrant that:

(i) the Client's use of the DDR Buyside Service will be uninterrupted or error-free;

(ii) that the DDR Buyside Service, Documentation and/or the information obtained by the Client through the DDR Buyside Service will meet the Client's requirements.

6.3.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the DDR Buyside Service and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.4. The Contract shall not prevent Responsive Labs from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Contract.

6.5. Responsive Labs warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Contract, during the Subscription Term.

6.6. Responsive Labs shall follow its archiving procedures for Client Content as set out in its Back-Up Policy available at https://www.responsivelabs.net/backup-policy or such other website address as may be notified to the Client from time to time, as such document may be amended by Responsive Labs in its sole discretion from time to time. In the event of any loss or damage to Client Content, the Client's sole and exclusive remedy against Responsive Labs shall be for Responsive Labs to use reasonable commercial endeavours to restore the lost or damaged Client Content from the latest back-up of such Client Content maintained by Responsive Labs in accordance with the archiving procedure described in its Back-Up Policy. Responsive Labs shall not be responsible for any loss, destruction, alteration or disclosure of Client Content caused by any third party (except those third parties sub-contracted by Responsive Labs to perform services related to Client Content maintenance and back-up for which it shall remain fully liable).

7. Client's obligations

7.1. The Client shall:

7.1.1. provide Responsive Labs with:

(i) all necessary co-operation in relation to the Contract; and

(ii) all necessary access to such information as may be required by Responsive Labs;

in order to provide the DDR Buyside Service, including but not limited to Client Content, security access information and Configuration Requirements;

7.1.2. without affecting its other obligations under the Contract, comply with all applicable laws and regulations with respect to its activities under the Contract;

7.1.3. carry out all other Client responsibilities set out in the Contract in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the parties, Responsive Labs may adjust any agreed timetable or delivery schedule as reasonably necessary;

7.1.4. ensure that the Authorised Users use the DDR Buyside Service and the Documentation in accordance with the terms and conditions of the Contract and shall be responsible for any of the Authorised User's acts, omissions or breach of the Contract;

7.1.5. obtain and shall maintain all necessary licences, consents, and permissions necessary for Responsive Labs, its contractors and agents to perform their obligations under the Contract, including without limitation the DDR Buyside Service;

7.1.6. ensure that its network and systems comply with the relevant specifications provided by Responsive Labs from time to time; and

7.1.7. be, to the extent permitted by law and except as otherwise expressly provided in the Contract, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Responsive Labs’ data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet.

7.2. The Client shall own all right, title and interest in and to all Client Content that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Content.

8. Charges and payment

8.1. The Client shall pay any applicable Fees to Responsive Labs in accordance with this clause 8.

8.2. Responsive Labs shall calculate the Fees based on the then current fees for the Subscription Level and Add-ons as indicated on the Subscription Selection Page or as otherwise notified by Responsive Labs.

8.3. The Client shall on the Effective Date provide to Responsive Labs valid, up-to-date and complete credit card details or approved purchase order information acceptable to Responsive Labs and any other relevant valid, up-to-date and complete contact and billing details and, if the Client provides its credit card details to Responsive Labs, the Client hereby authorises Responsive Labs to bill such credit card:

8.3.1. on the Effective Date for Fees payable in respect of the Initial Subscription Term; and

8.3.2. subject to clause 13.1, on each anniversary of the Effective Date for the Fees payable in respect of the next Renewal Period;

and the Client shall pay each invoice within 30 days after the date of such invoice.

8.4. If Responsive Labs has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Responsive Labs:

8.4.1. Responsive Labs may, without liability to the Client, disable the Client’s password, account and access to all or part of the DDR Buyside Service and Responsive Labs shall be under no obligation to provide any or all of the DDR Buyside Service while the invoice(s) concerned remain unpaid; and

8.4.2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

8.5. All amounts and fees stated or referred to in the Contract:

8.5.1. shall be payable in pounds sterling;

8.5.2. are, subject to clause 12.3.2, non-cancellable and non-refundable; and

8.5.3. are exclusive of value added tax, which shall be added to Responsive Labs’ invoice(s) at the appropriate rate.

8.6. Responsive Labs shall be entitled to increase the Fees at the start of each Renewal Period upon 30 days' prior notice to the Client and the Contract shall be deemed to have been amended accordingly.

9. Proprietary rights

9.1. The Client acknowledges and agrees that Responsive Labs and/or its licensors own all Intellectual Property Rights in the Software, DDR Buyside Service and the Documentation. Except as expressly stated herein, the Contract does not grant the Client any rights to, or in, Intellectual Property Rights in respect of the Software, DDR Buyside Service or the Documentation.

9.2. Responsive Labs confirms that it has all the rights in relation to the DDR Buyside Service and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the Contract.

9.3. Nothing in this clause 9 shall restrict the right of the Client to ownership, copying and use of Client Content in any way.

9.4. All Intellectual Property Rights in Client Content shall remain vested in the Client at all times and the Client grants Responsive Labs a non-exclusive, transferrable licence to use the Intellectual Property Rights in Client Content during the Term for the purpose of providing the DDR Buyside Service under this Contract.

9.5. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

10. Confidentiality

10.1. Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.2.

10.2. Each party may disclose the other party's confidential information:

10.2.1. to its employees, officers, representatives, subcontractors or advisers who need to know that information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 10; and

10.2.2. as may be required by law, to a court of competent jurisdiction or any governmental or regulatory authority.

10.3. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

10.4. Notwithstanding anything to the contrary in this Clause 10, Responsive Labs may disclose the Client's confidential information to Connected Third Party Participants solely at the direction of the Client, as facilitated through the DDR Buyside Services.

11. Data protection

11.1. In this clause 11 the following words shall have the following meanings:

11.1.1. “process”, “personal data”, “data processor”, “data controller”, “data subject” shall have the meanings given to them in the Data Protection Legislation;

11.1.2. “Data Protection Legislation” shall mean any law, statute, regulation, rule or other binding restriction regarding the protection of individuals with regards to the processing of their personal data to which a party is subject, including the Data Protection Act 2018 and any code of practice or guidance published by the Information Commissioner’s Office from time to time.

11.2. The parties acknowledge that for the purposes of the Data Protection Legislation, if and to the extent that Responsive Labs processes personal data in connection with the DDR Buyside Service, the Client is the data controller and Responsive Labs is the data processor.

11.3. Both parties will comply with all applicable requirements of the Data Protection Legislation.

11.4. The Data Processing Appendix sets out the scope, nature and purpose of processing by Responsive Labs, the duration of the processing and the types of personal data and categories of data subject in relation to the DDR Buyside Service.

11.5. Without prejudice to the generality of clause 11.3, the Client will:

11.5.1. provide complete, accurate and lawful written instructions to Responsive Labs to govern the processing of personal data as initially set out in the Data Processing Appendix;

11.5.2. ensure that the Client has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Responsive Labs for the duration and purposes of the DDR Buyside Service; and

11.5.3. notify Responsive Labs without undue delay on becoming aware of a personal data breach which has or may have an impact on the processing carried out by Responsive Labs or the written instructions for processing.

11.6. Without prejudice to the generality of clause 11.3, Responsive Labs shall, in relation to any personal data processed in connection with the performance by Responsive Labs of its obligations under the Contract:

11.6.1. process that personal data only on the written instructions of the Client as set out in the Data Processing Appendix unless Responsive Labs is required by the laws of the United Kingdom applicable to Responsive Labs to process personal data (“Applicable Laws”). Where Responsive Labs is relying on Applicable Laws as the basis for processing personal data, Responsive Labs shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Responsive Labs from so notifying the Client;

11.6.2. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

11.6.3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;

11.6.4. not transfer any personal data outside of the United Kingdom for the purposes of the Contract unless the following conditions are fulfilled:

(i) there is an appropriate safeguard in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) Responsive Labs complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(iv) at the Client’s cost, Responsive Labs complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;

11.6.5. assist the Client, at the Client’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

11.6.6. notify the Client without undue delay on becoming aware of a personal data breach;

11.6.7. at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of the Contract unless required by Applicable Law to store the personal data; and

11.6.8. maintain complete and accurate records and information to demonstrate its compliance with this clause 10.

11.7. The Client acknowledges and agrees that all personal data within the DDR Buyside Service will be stored within the United Kingdom except:

11.7.1. in accordance with clause 11.6.4; or

11.7.2. where the Client, Authorised Users or Third Party Participants are located outside the United Kingdom and access the DDR Buyside Service.

11.8. The Client consents to Responsive Labs appointing third-party processors of personal data under the Contract and Responsive Labs shall provide the Client with a list of current sub-processors on request. Responsive Labs confirms that it has with any third-party processor entered into a written agreement substantially on that third party's standard terms of business. Prior to appointing any other sub-processors, Responsive Labs shall give the Client 30 days’ prior notice after which time the Client shall have 90 days’ to terminate the Contract if the Client does not agree to the appointment. As between the Client and Responsive Labs, Responsive Labs shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 11.8.

12. Limitation of liability

12.1. Except as expressly and specifically provided in the Contract:

12.1.1. the Client assumes sole responsibility for results obtained from the use of the DDR Buyside Service and the Documentation by the Client, and for conclusions drawn from such use. Responsive Labs shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Responsive Labs by the Client in connection with the DDR Buyside Service, or any actions taken by Responsive Labs at the Client's direction;

12.1.2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract; and

12.1.3. the DDR Buyside Service and the Documentation are provided to the Client on an "as is" basis.

12.2. Nothing in the Contract excludes the liability of Responsive Labs for any liability which is not permitted to be excluded at law, including:

12.2.1. for death or personal injury caused by Responsive Labs’ negligence; or

12.2.2. for fraud or fraudulent misrepresentation.

12.3. Subject to clauses 12.1, 12.2 and 12.4:

12.3.1. neither party shall be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of revenue, loss of business, wasted expenditure, depletion of goodwill, loss of reputation, and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract; and

12.3.2. Responsive Labs’ aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract for each claim shall be limited to the greater of the Subscription Fees paid in the 12 months prior to the event giving rise to the claim occurring and £500, provided that, in any event, Responsive Labs’ total aggregate liability for all claims and liabilities whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall not exceed the greater of the first 24 months’ worth of Subscription Fees paid by the Client (commencing when the Client first started paying the Subscription Fees) and £5,000.

12.4. Nothing in the Contract excludes the liability of the Client for any breach, infringement or misappropriation of Responsive Labs’ Intellectual Property Rights.

13. Term and termination

13.1. The Contract shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue as specified in clause 13.2 or 13.3.

13.2. Where an Initial Subscription Term is specified for the Subscription Level, the Contract shall continue for the Initial Subscription Term and, thereafter, the Contract shall be automatically renewed for successive periods equal to the Initial Subscription Term (each a Renewal Period), unless:

13.2.1. either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

13.2.2. otherwise terminated in accordance with the provisions of the Contract;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

13.3. Where no Initial Subscription Term is specified for the Subscription Level, the Contract shall continue until and unless:

13.3.1. either party gives the other party 30 days notice of termination, in writing; or

13.3.2. otherwise terminated in accordance with the provisions of the Contract;

and the period from the Effective Date until the date of termination shall constitute the Subscription Term.

13.4. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

13.4.1. The other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or

13.4.2. the other party commits a material breach of any other term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so.

13.5. On termination of the Contract for any reason:

13.5.1. all licences granted under the Contract shall immediately terminate and the Client shall immediately cease all use of the DDR Buyside Service and/or the Documentation;

13.5.2. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

13.5.3. Responsive Labs may destroy or otherwise dispose of any of the Client Content in its possession unless Responsive Labs receives, no later than ten days after the effective date of the termination of the Contract, a written request for the delivery to the Client of the then most recent back-up of the Client Content. Responsive Labs shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Client shall pay all reasonable expenses incurred by Responsive Labs in returning or disposing of Client Content; and

13.5.4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced.

14. General

14.1. Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if and to the extent such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 2 months, the party not affected may terminate the Contract by giving 7 days' written notice to the affected party.

14.2. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

14.3. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

14.4. Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

14.5. Any notice under the Contract or required by statute, law or regulation shall be delivered either in person, sent by registered mail, properly posted and fully pre-paid in an envelope to the respective parties at their respective registered or principal offices, or, unless such notice relates to any proceedings or other documents in any legal action, delivered by email.

14.6. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.

14.7. If any provision or part-provision of the Contract is deemed deleted under clause 14.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

14.8. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

14.9. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

14.10. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

14.11. The Client shall not, without the prior written consent of Responsive Labs, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

14.12. Responsive Labs may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

14.13. Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

14.14. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

14.15. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

14.16. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

14.17. Disputes: A party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, the Contract (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other party to seek (in good faith) to resolve the Dispute. If the parties cannot agree how to resolve the Dispute at that initial meeting, either party may refer the matter to a mediator. If the parties cannot agree on who the mediator should be, either party may ask The Centre for Effective Dispute Resolution to appoint a mediator. The mediator will decide the time, place and rules for mediation. The parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the parties. Nothing in this clause will operate to prevent a party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

14.18. Subject to clause 14.17, each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

15. Interpretation

15.1. The definitions and rules of interpretation in this clause apply in the Contract.

Add-ons

any additional features, services, or enhancements that can be selected by the Client on the Subscription Selection Page, beyond the core offerings included within the chosen Subscription Level. Add-ons may include Configuration Services, specialized functionalities or extended support.

Add-on Fees

the additional charges for the Add-ons selected by the Client.

Authorised Users

those employees, agents and independent contractors of the Client who are authorised by the Client to use the DDR Buyside Service and the Documentation, as further described in clause 2.

Business Day

a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Client

the organisation as identified in any communications from Responsive Labs.

Client Content

the data inputted by the Client, Authorised Users, or Responsive Labs on the Client's behalf for the purpose of using the DDR Buyside Service or facilitating the Client's use of the DDR Buyside Service, including but not limited to data, information and employee data.

Configuration Requirements

the Client’s requirements for setting up of the DDR Buyside Service, such as lists of investment professionals, teams, and Connected Third Party Participants.

Configuration Services

configuration of the DDR Buyside Service to the Configuration Requirements.

Connected Third Party Participants

the Third Party Participants with whom the Client has indicated to Responsive Labs that they have a relationship, or would like to have a relationship, either by using the DDR Buyside Service, as part of the Configuration Requirements or otherwise.

Dispute

has the meaning given in clause 14.17.

Documentation

the document made available to the Client by Responsive Labs online via the DDR Buyside Service or such other web address notified by Responsive Labs to the Client from time to time which sets out a description of the DDR Buyside Service and the user instructions for the DDR Buyside Service.

Effective Date

the date on which the Client signed up for the DDR Buyside Service.

Fees

the Subscription Fees and Add-on Fees.

Initial Subscription Term

the initial term of the Contract as set out in the Subscription Selection Page.

Intellectual Property Rights

patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Normal Business Hours

9.00 am to 5.00 pm local UK time, each Business Day.

DDR Buyside Service

the services provided by Responsive Labs to the Client under the Contract via app.ddrbuyside.com or any other website notified to the Client by Responsive Labs from time to time, which shall include the Subscription Level and any Add-ons (if applicable), as more particularly described in the Documentation.

Renewal Period

the period described in clause 13.2.

Responsive Labs

Responsive Labs Limited a company registered in England and Wales with registered company number 08619715 and registered address at Suite 2018, Letraset Building Wotton Road, Ashford, England, TN23 6LN

Third Party Participants

suppliers (research providers and vendors) and/or any other third party contacts of the Client to whom access to Client Content may be made available under the Contract as further detailed in the Documentation.

Software

the online software applications provided by Responsive Labs as part of the DDR Buyside Service.

Subscription Fees

the subscription fees payable by the Client to Responsive Labs, calculated in accordance with clause 8.2

Subscription Level

the level of subscription, as more particularly described on the Subscription Selection Page or as otherwise notified by Responsive Labs.

Subscription Selection Page

the webform submitted by the Client, accessible by Authorised Users within the Software, to select the desired Subscription Level and Add-ons (if any).

Subscription Term

has the meaning given in clause 13.2 or 13.3 (as applicable).

Support Policy

Responsive Labs’ policy for providing support in relation to the DDR Buyside Service as made available at https://www.responsivelabs.net/support-policy or such other website address as may be notified to the Client from time to time.

User Subscriptions

the user subscriptions purchased by the Client which entitle Authorised Users to access and use the DDR Buyside Service and the Documentation in accordance with the Contract.

Virus

any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability

a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

DATA PROCESSING APPENDIX

1. Processing by Responsive Labs

1.1 Scope, nature and purpose

To provide the DDR Buyside Service and allow Authorised Users to upload Client Content and transmit messages to Third Party Participants

1.2 Duration of the processing

Subscription Term and any period during which a Third Party Participant is using the DDR Buyside Service

1.3 Types of personal data

ID, name, email address, phone number, company, department, job title, Client address

1.4. Categories of data subject

Employees of the Client

Version v0.5
Date: 25 Feb 2025