It is the Subscriber’s responsibility to ensure that it has the equipment necessary to access the TSC Services and receive the Licensed Materials.
TSC shall use all reasonable endeavours in accordance with good industry practice to ensure that TSC Services are available to Subscribers and Authorised Users, excluding downtime for regular or emergency maintenance, which shall be kept to a minimum. Time is not of the essence in respect to the delivery of any particular TSC Service or Licensed Materials and TSC’s sole obligation is to effect such delivery as soon as is practically possible.
Subject to the above:
All invoices for subscription fees are payable within 45 (forty-five) days of the date of each invoice submitted by TSC.
All subscription fees shall be billed annually in advance, or as otherwise provided on the TSC Order Form.
TSC reserves the right to increase the subscription fees with 120 days’ notice on an annual basis or as otherwise listed on an Order Form.
Unless otherwise stated in the TSC Order Form, all invoices will be raised in US dollars.
All fees referred to in the Agreement are exclusive of any applicable VAT (or other applicable sales taxes), which shall be additionally paid by the Subscriber at the same time as the relevant invoice. All payments shall be paid in full without any set-off or counterclaim and free from any deduction or withholding.
TSC shall be entitled to terminate the Agreement or suspend its obligations hereunder if the Subscriber fails to pay the fees or any other sums by the due dates (unless such fees are disputed in good faith) and Subscriber has failed to cure such non-payment within ten business days of receipt of TSC’s written notice describing such nonpayment.
Each of the parties acknowledges that, whether in the performance of this Agreement or otherwise, it may receive or become aware of information relating to the other party, its clients, business or affairs – information that may be confidential to the other party ("Confidential Information"). Each party will keep all Confidential Information of the other party confidential and take reasonable steps to keep it secure and protected against theft, damage, loss or unauthorised access and will not at any time without the prior written consent of the other party use or disclose any of the other party’s Confidential Information other than for the sole purpose of the performance of its obligations and the exercise of its rights under this Agreement. Notwithstanding the above, TSC shall be entitled to disclose the Confidential Information of the Subscriber to its affiliates, independent contractors and professional advisers on a strictly need to know basis for the sole purpose of the performance of its obligations under this Agreement provided always that such persons are aware of the obligations of confidentiality under this Agreement and TSC shall procure compliance with such obligations of confidentiality. The obligations of confidentiality shall not apply to any Confidential Information to the extent to which it: (a) is in the public domain; (b) is lawfully received by the recipient from a third party on an unrestricted basis; (c) is already known to the recipient before receipt from the discloser; or (d) is required to be disclosed by law, regulation or pursuant to an order of a competent authority, regulatory body, recognised stock exchange or to a professional adviser, provided the recipient provides the discloser with reasonable written notice prior to any such disclosure.
Each Party agrees to abide at all times with all the applicable laws and regulations (including, but not limited to, privacy laws, data protection legislations, etc.) that may be in place from time to time.
The failure of either Party at any time to enforce any provisions of this Agreement or to exercise any right herein provided shall not be considered as a waiver of such right or any other provision or in any way effect the validity of this Agreement.
The invalidity of any portion of this Agreement by a court with legal jurisdiction shall not affect the remaining portions of this Agreement or any part thereof, and this Agreement shall be construed, as if the invalid portion or portions had not been inserted therein.
This Agreement shall be modified only by an instrument in writing and signed by duly authorised representatives of the Parties. Representatives of the Parties who sign this Agreement and any modification thereto personally warrant and represent that they have been duly authorised to bind such Party with respect to this Agreement and/or modification hereof.
Any notice required or permitted to be given hereunder shall be sent by registered post or equivalent, facsimile, courier or other electronic transmission and shall be addressed to Parties on the address first-mentioned above.
The Agreement shall be construed and have effect in accordance with the laws of England and Wales.
This Agreement, including any related TSC Order Forms, represents the entire agreement and understanding of the Parties and all prior or concurrent agreements, whether written or oral, in regard to the subject matter hereof are and have been merged herein and superseded hereby. This Agreement may be executed by the Parties in one or more counterparts, and each of which when so executed shall be an original, but all such counterparts shall constitute one and the same instrument.