PoliMonitor Terms of Service  

1. Application

1.1 The terms on which we, PoliMonitor Ltd (PoliMonitor), will provide Services and Content to the client identified on an Order Form (the Client) are captured in writing in an Order Form.  

2. Definitions and Interpretation

2.1 The following definitions and rules of interpretation apply in these Terms.

Agreement: these Terms and the Order Form;

Business Day: a day, other than a Saturday, Sunday or public holiday in England.

Subscription Fee: the sums payable for the Services, as set out in the Order Form.

Content: the content and reports accessed or made available to the Client as described in an Order Form; 

Intellectual Property Rights: patents, copyright and related rights, moral rights, trade 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.

Services: the availability of the Content.

User:  employees of the Client.

2.2 Clause headings shall not affect the interpretation of the Agreement.

2.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

2.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

2.6 The Agreement shall be binding on, and ensure to the benefit of, the parties to the Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

2.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. 

2.8 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

2.9 A reference to writing or written includes email.

2.10 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

2.11 References to Clauses are to the clauses of these Terms.

2.12 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3. Commencement and duration

3.1 The Agreement shall commence on the start date set out in the Order Form and shall continue, unless terminated earlier in accordance with Clause 9 (Termination), until the end date set out in the Order Form when it shall renew automatically for further 12 (twelve) month periods from the end date  and each subsequent anniversary of the end date unless a party provides at least 30 (thirty) days’ written notice to the other party.  Notices to be sent to us under this Clause 3.1 must be sent to info@polimonitor.com.

4. The Services

4.1 PoliMonitor shall supply the Services with reasonable skill and care and in accordance with all applicable laws.

4.2 No changes may be made to the Services, including to add another User and to amend the Content available, without the prior written agreement of both parties. 

4.3 The Client shall:

(a) ensure that the maximum number of Users that it authorises to access and use the Service and the Content shall not exceed the number of Users identified on the Order Form.

(b) ensure that its Users keep confidential their login credentials to the Services and does not share such log in credentials with any other person;

(c) not permit Users to share access credentials except where PoliMonitor has agreed that it can be reassigned in its entirety to another individual User, in which case the original User shall no longer have any right to access or use the Service; 

(d) ensure that the Users comply with these Terms, in particular, this Clause 4.3, Clause 4.6 and Clause 6.2; and

(e) be responsible for the acts and omissions of the Users.

4.4 Both parties will comply with all the obligations imposed on independent data controllers under the Data Protection Act 2018 and relevant legislation. Both parties will use appropriate technical and organisational measures to protect the other party’s personal data that is held as part of the Services against loss or unauthorised use or access. 

4.5 PoliMonitor shall process the personal data of the Users in accordance with its Privacy Policy

4.6 PoliMonitor shall use reasonable endeavours to make the Services available at all times, subject to planned maintenance and emergency maintenance.

4.7 The Client shall not, and shall procure that the Users shall not: 

(a) use the Content for any unlawful purposes or to build a platform that is competitive to the Services;

(b) remove any proprietary notices or labels from the Services or Content;  

(c) attempt to gain unauthorized access to the Service or its related systems or networks;

(d) use the Services in any manner that could damage, disable, overburden, impair, obstruct or otherwise interfere with our provision of the Service or our business;

(e) except to the extent permitted by law, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying structure of the Service.

5. Subscription Fee and payment

5.1 In consideration of the provision of the Services by PoliMonitor, the Client shall pay the Subscription Fee in accordance with the Order Form.

5.2 The Client shall pay each invoice submitted to it by PoliMonitor within 30 days of receipt to the bank account nominated in writing by PoliMonitor from time to time.

5.3 Without prejudice to any other right or remedy that it may have, if the Client fails to pay PoliMonitor any sum due under the Agreement on the due date:

(a) the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%;

(b) PoliMonitor may suspend all or part of the Services until payment has been made in full.

5.4 All sums payable to PoliMonitor under the Agreement:

(a) are exclusive of VAT, and the Client shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

(b) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5.5 For each 12 month renewal period under Clause 3.1, and subject to at least [60] days’ notice, PoliMonitor may automatically increase the Subscription Fees by up to 5% above the latest UK RPI All Items percentage change over 12 months.

6. Rights to use the Content

6.1 No Intellectual Property Rights in the Service and/or the Content shall transfer to the Client under the Agreement.

6.2 PoliMonitor grants to the Client the non-exclusive, non-transferable right and licence to access and view the Content for its internal business purposes.

6.3 If the Client receives a claim from a third party that its use of the Services and/or Content infringes that third party’s rights, including Intellectual Property Rights (a Claim), the Client shall:

(a) immediately notify PoliMonitor of the claim;

(b) allow PoliMonitor, at its own cost, to conduct all negotiations and proceedings and to settle the Claim;

(c) provide PoliMonitor with such reasonable assistance regarding the Claim as is required by the PoliMonitor, subject to reimbursement by PoliMonitor of the Client’s reasonable costs so incurred; 

(d) not, without prior consultation with PoliMonitor make any admission relating to the Claim or attempt to settle it; and

(e) mitigate its losses in respect of the Claim including by ceasing to use the Content that is the subject of the Claim.

6.4 Subject to Clause 6.3, Polimonitor shall indemnify the Client against a final judgement and/or settlement agreed in respect of the Claim.

7. Confidentiality

7.1 Each party undertakes that it shall not at any time disclose to any person any information that it receives relating to the other party that is marked confidential or manifestly of a confidential nature, including such information concerning the business, affairs, customers or suppliers of the other party, except as permitted by Clause 7.2.

7.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Clause 7; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

7.3 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 Agreement.

7.4 The obligations and restrictions in this Clause 7 shall not apply to information that: 

(a) is or becomes publicly known other than through any act or omission of the receiving party; 

(b) was in the other party's lawful possession before the disclosure; 

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; 

(d) is independently developed by the receiving party, which independent development can be shown by written evidence.

8. Disclaimer, Limitation of liability

8.1 The Client acknowledges and agrees that the Services and the Content are made available for general information purposes only.  Much of the Content is sourced from third parties, and  whilst PoliMonitor uses only sources that it believes are reliable, it is not commercially reasonable or practical for PoliMonitor to verify all third party content.  Accordingly, except as set out in the Agreement, PoliMonitor makes no representations or warranties as to satisfactory quality or fitness for purpose, or regarding the reliability, availability, timeliness, suitability, accuracy or completeness of the Services and/or the Content.

8.2 Nothing in the Agreement shall limit or exclude a party’s liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation;

(c) misuse of the other party’s Intellectual Property Rights; and/or

(d) any other liability which cannot be limited or excluded by applicable law.

8.3 Subject to Clause 8.2, neither party shall be liable to the other, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of or damage to goodwill; and/or

(f) any indirect or consequential loss whether or not advised of the possibility of such loss.

8.4 Subject to Clause 8.2, PoliMonitor's total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement shall be limited to the Subscription Fee paid or payable during the previous 12 months of the Agreement.

9. Termination

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

(a) the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 (fourteen) days after being notified in writing to do so;

(b) the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement; and/or

(c) if the other party cannot pay its debts as they fall due, has a petition for winding up or an administration order presented against it or passes a resolution for winding up or calls any meeting of its creditors or proposes to make any arrangement with its creditors, has a receiver (administrative or otherwise) or an administrator appointed over all or any part of its business or assets, or goes into liquidation or any event having a similar effect to any of the foregoing applies to a party under the laws of any jurisdiction.

9.2 Without affecting any other right or remedy available to it, PoliMonitor may terminate the Agreement with immediate effect by giving written notice to the Client if:

(a) the Client fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 5 days after being notified in writing to make such payment; or

(b) there is a change of control of the ownership of the Client.

10. Consequences of termination

10.1 On termination or expiry of the Agreement:

(a) the Client shall immediately pay to PoliMonitor all of PoliMonitor's outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, PoliMonitor may submit an invoice, which shall be payable immediately on receipt; 

(b) the following clauses shall continue in force: Clause 2 (Definitions and Interpretation), Clause 7  (Confidentiality), Clause 8 (Disclaimer, Limitation of liability), Clause 10 (Consequences of termination), Clause 12 (Dispute Resolution) Clause 15 (Waiver), Clause 17 (Severance), Clause 23 (Governing law) and Clause 24 (Jurisdiction).

10.2 Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

11. Force majeure

11.1 Neither party will be liable to the other for any failure or delay in performing its obligations under the Agreement which arises because of any circumstances which it cannot reasonably be expected to control (which shall include Act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, USP, or interruption or failure of the Internet or of any network, telecommunications, power supply or infrastructure, or any provider of any of the foregoing, but shall not include shortage or lack of available funds on the Purchaser’s part), provided that it:

(a) notifies the other in writing as soon as reasonably practicable about the nature and extent of the circumstances and likely effects;

(b) uses reasonable efforts to mitigate the effects of the circumstances so as to minimise or avoid any adverse impact on the other; and

(c) uses reasonable efforts to resume performance as soon as reasonably practicable.

11.2 In the event of a force majeure event exceeding 30 days, either party may immediately terminate the Agreement on written notice.

12. Dispute Resolution

12.1 If a dispute arises between the parties in respect of the Agreement, then within 7 (seven) days of the dispute arising, the dispute shall be escalated to a director or such other person of equivalent seniority as agreed between the parties. Within 7 (seven) days of escalation such nominated persons shall meet in a good faith effort to resolve the dispute.

12.2 If no resolution to the dispute so referred has been agreed within a further 21 (twenty-one) days, then the parties will attempt to settle it by mediation in accordance with the Dispute Resolution (CEDR) Model Mediation Procedure.  To initiate the mediation a party must give notice in writing to the other party to the dispute requesting mediation.  Unless agreed between the parties, the mediator will be nominated by CEDR.  The mediation will start no later than 7 (seven) days after the date of the notice.  The commencement of mediation will not prevent the parties commencing or continuing court proceedings.

13. Assignment and other dealings

13.1 The Agreement is personal to the Client and the Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement.

13.2 PoliMonitor may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under the Agreement.

14. Variation

No variation of the Agreement shall be effective unless it is in writing and signed by the authorised representatives of the parties.

15. Waiver

15.1 A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

15.2 A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

16. Rights and remedies

The rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

17. Severance

17.1 If any provision of the Agreement is or becomes unenforceable, it shall be deemed modified to the minimum extent necessary to make it enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this Clause shall not affect the validity and enforceability of the rest of the Agreement.

18. Entire agreement

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

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

19. No partnership or agency

19.1 Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

19.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

20. Third party rights

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

21. Notices

21.1 Any notice or other communication given to a party under or in connection with the Agreement shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or 

(b) sent by email to the address specified below in the Order Form

21.2 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

(c) if sent by email on the day of transmission.

21.3 This Clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

22. Counterparts

22.1 The Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

23. Governing law

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

24. Jurisdiction

24.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.