Terms and conditions

1. General
  1. These terms and conditions apply to use by an individual, institutional or corporate subscriber (‘Subscriber’) of data, software tools, information and editorial content (‘Licensed Materials’) contained in TSC products and services (‘TSC Services’) specified in an Order Form agreed by TSC and the Subscriber (‘TSC Order Form’). 
  2. Delivery of Licensed Materials will be by the delivery methods and/or media set out in the TSC Order Form.  
  3. Provision of TSC Services is conditional on payment by the Subscriber of all amounts set out in the TSC Order Form in accordance with this Agreement, unless such amounts are disputed in good faith.
2. License terms and use restrictions
  1. Subscribers will be given access to TSC Services on a Per User License, a Site or Multisite License, an Enterprise License or a Function License (each a ‘License’) as stated on the TSC Order Form and more specifically described in these terms and conditions. All Licenses are personal to the Subscriber named on the TSC Order Form and may not be assigned or transferred. Except where specifically provided otherwise, sections 2.2, 3, 4, 5, 6, 7 and 8 of these terms and conditions apply to all Licenses.

    i. Per user license: This license permits a single individual to access the TSC Services and to use the Licensed Materials in the course of the Subscriber’s normal business. Where the License is specified on the TSC Order Form to be Read Only, use of the Licensed Materials is limited to use on a read-only basis to monitor the markets and section 3.3 of these terms and conditions does not apply. The Subscriber; (i) shall obtain the prior written consent of TSC to any additional individual(s) being granted access to the TSC Services; and (ii) shall promptly notify TSC of any other changes to the individuals identified in the TSC Order Form.

    ii. Site or multisite license: This license permits all the Subscriber’s employees and/or other workers normally located at the physical site(s) specified on the TSC Order Form to access the TSC Services and to use the Licensed Materials in the course of the Subscriber’s normal business.

    iii. Enterprise license: This license permits all the employees and/or other workers of the Subscriber Group to access the TSC Services and to use the Licensed Materials in the course of the Subscriber Group’s normal business. The addition of Affiliates to the Subscriber Group is subject to the prior written consent of TSC. References in these terms and conditions to Subscriber include the Subscriber Group provided that the Subscriber will be liable for acts and omissions of Affiliates as though such acts and/or omissions were the Subscriber’s own.

    iv. Function license: This license permits all the Subscriber’s employees and/or other workers engaged in the Subscriber’s business functions specified on the TSC Order Form to access the TSC Services and to use the Licensed Materials in the course of providing that function to the Subscriber or the Subscriber’s Group as specified on the TSC Order Form.
  2. In these terms and conditions;

    i. “Affiliate” in respect of a corporate entity means any other corporate entity which directly or indirectly, controls, is controlled by or is under common control with such entity and the term “control” (including the terms “controlled by” and “under common control with”) in relation to an entity means the ownership of 51%or more of the voting securities in that entity.

    ii. “Authorised user(s)” means (i) Per User License - the named individual(s) identified in the TSC Order Form; (ii) Site license - all the Subscriber’s employees and/or other workers normally located at the physical site(s) specified on the TSC Order Form; (iii) Enterprise licence - all employees and other workers in the Subscriber Group; and (iv) Function license – all employees and other workers of the Subscriber or Subscriber Group (as applicable) who carry out the function specified in the TSC Order Form for the Subscriber or Subscriber Group (as applicable).

    iii. “Derived materials” means materials created by or on behalf of the Subscriber incorporating the Licensed Materials in combination with other information and/or data.

    iv. “Subscriber group” means a corporate subscriber and its Affiliates as on the date of the TSC Order Form, which may be updated by Subscriber upon written notice to TSC.

    v. “Unauthorised” in relation to a person means any person other than a Subscriber or any other person within or outside a Subscriber Group who is neither a Subscriber nor an Authorised User but excludes administrative and support staff who provide technical and other support services to a Subscriber or Authorised Users but do not otherwise use the Licensed Materials.
  3. Passwords are for the personal use of the individual to whom they are issued and may not be made available to others for the purpose of using the TSC Services. If TSC suspects that a password is being used by an unauthorised person, it may cancel the password.
3. Intellectual property rights
  1. All intellectual property rights, including but not limited to copyright and database rights, in the TSC Services and the Licensed Materials (in both machine-readable and printed form) are and remain the property of TSC or its third-party licensors.
  2. Subscribers and Authorised Users acquire no proprietary rights in the TSC Services or the Licensed Materials and – except as expressly permitted by these terms and conditions – may not use the TSC Service or the Licensed Materials in any way that infringes the intellectual property rights in them. In particular, Subscribers and Authorised Users may not (i) make the TSC Service or any part of the Licensed Materials available to Unauthorised persons; (ii) re-sell the TSC Service or any part of the Licensed Materials to others; or (iii) obscure or remove any copyright notices that appear on Licensed Materials extracted from the TSC Service.
  3. Subscribers and Authorised Users may within the terms of the applicable License create Derived Data and use such Derived Data in the course of the Subscriber’s business provided that; (i) the Subscriber acknowledges TSC as a data source in relation to all Derived Data; and (ii) the Subscriber does not use or authorise the use of Derived Data in products or services that are competitive with the TSC Services.
4. Verification and audit
  1. The Subscriber shall, within 7 business days of a written request from TSC, provide (i) a list of all individuals who have access to the Licensed Materials; or (ii) a certificate signed by an authorized representative of the Subscriber confirming that the Subscriber has complied in all material respects with these terms and specifically that the Licensed Materials have not been distributed or transmitted, in any form, to any Unauthorised person.
  2. TSC or any other person authorised by TSC shall have the right, after giving written notice of ten business days, to enter the Subscriber’s premises during normal business hours solely to inspect the Subscriber’s records relating to the use and distribution of the Licensed Materials. TSC shall treat as confidential all information relating to the Subscriber’s business that it acquires in the course of such an inspection. TSC shall not exercise this right of inspection more than once in each calendar year.
  3. If an audit performed by TSC under section 4.2 reveals that the Subscriber is in breach of these terms and conditions the Subscriber will reimburse TSC (i) the reasonable cost incurred by TSC in performing the audit; and (ii) all fees payable in relation to any Unauthorised person revealed by the audit as having access to the TSC Services or the Licensed Materials and (iii) interest on the amounts at (ii) above from the date they become payable until the date of payment at a rate of four per cent (4%) above the US Dollar base rate from time to time of Barclays Bank plc.
  4. The rights of TSC under this section shall continue for the term of the subscription and for 12 months thereafter.
5. Subscriber’s equipment

It is the Subscriber’s responsibility to ensure that it has the equipment necessary to access the TSC Services and receive the Licensed Materials.

6. Availability of TSC services

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:

  1. The service-level target for platform availability is 99.95% or better. The maintenance windows below are not included in the service-level target percentage.
  2. On a quarterly basis, TSC will publish a planned maintenance calendar for the upcoming 6 (six) months.
  3. A TSC helpdesk service will be available to Subscriber and will be reached through email setup for the purpose.
  4. In case of any incident on the website, the Subscriber will be notified via email. Whenever possible, the home page of the platform will also be updated with an appropriate message to notify users of any outage.
7. Warranty and limitations on liability
  1. TSC warrants and represents that: (i) it has the full power, authority and capability to enter into this Agreement and to fully perform the services and functions hereunder in a professional high-quality manner; and (ii) the TSC Services and the Licensed Materials (apart from any material delivered by Subscriber) do not infringe upon or violate any copyright, patent, trademark, trade secret or other right or the privacy of others. TSC shall indemnify, defend and hold harmless Subscriber, its respective Affiliates, parents and subsidiaries and their respective officers, directors, agents, representatives, successors and assigns, against any and all liability and expense, including reasonable counsel fees and costs, arising from or out of any breach or alleged breach of these representations and warranties. Each Party shall give prompt notice to the other if any claim is made and TSC shall cooperate with Subscriber, who shall have the option to direct any defense.
  2. Except as provided above, the TSC Services and Licensed Materials are provided by TSC on an ‘as is’ basis, and TSC excludes to the extent permitted by law all implied warranties relating to fitness for a particular purpose.
  3. The total aggregate liability of each Party in connection with use of the Service or Licensed Materials other than for (i) death or personal injury caused by its negligence or that of its agents; (ii) the indemnification obligations under Section 7.1; or (iii) a breach of a Party’s confidentiality obligations under Section 10 shall not exceed two times (2x) the amount paid or payable by the relevant Subscriber for the then-current subscription term.
  4. The liability of TSC to Subscriber for interruptions to availability of the TSC Service caused by circumstances within its control shall not exceed two times (2x) the amount paid by the relevant Subscriber for access to the relevant TSC Service. The only obligation of TSC in respect of interruptions caused by circumstances outside its control shall be to use all reasonable efforts to have the TSC Service reinstated.
  5. TSC shall be under no liability for any failure, delay or omission by it arising from any cause beyond its control, including, but not limited to acts of God, acts or regulations of any governmental or supra-national authority, war or national emergency, denial of service attacks, fire, civil disobedience, strikes, lock-outs and industrial disputes. If the force majeure event continues for a period of 30 (thirty) days or more, Subscriber may terminate this Agreement upon written notice to TSC.
8. Suspension and termination
  1. TSC may without notice and without compensation suspend access to any TSC Service by Subscriber and/or one or more Authorised Users if (i) the Subscriber is in default of its payment obligations and has failed to cure such default within 10 (ten) business days of receipt of TSC’s written notice describing such failure or (ii) TSC has reasonable grounds to suspect the Subscriber or such Authorised User(s) to be in breach of these terms and conditions, though TSC shall use reasonable efforts to notify Subscriber or Authorized User reasonably in advance of suspension.
  2. TSC may withdraw any TSC Service by giving the Subscriber 60 (sixty) days’ written notice expiring at any time and a refund for the remainder of the relevant subscription period on a pro rata basis of the subscription fee already paid by the Customer.
  3. On expiry of a subscription without renewal, or on termination of a subscription for any reason during the subscription term, the Subscriber shall cease all use of the Licensed Materials immediately.
  4. Expiry or termination of a subscription shall be without prejudice to the accrued rights and obligations of the parties and, in particular, sections 3, 4 and 7 shall survive termination for whatever reason.
  5. All licenses shall automatically renew for a further 12 months on expiry of the subscription term unless the Subscriber submits a written notice of termination at least 60 days in advance of the end of the active subscription term.
9. Invoicing and payment

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.

10. Confidentiality

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.

11. Content
  1. Materials and features may be added to and removed from the TSC Services and Licensed Materials without notice provided the Services and Licensed Materials are not materially diminished.
  2. The Materials and information included in the TSC Services and Licensed Materials are provided for reference purposes only. They are not intended either as a substitute for professional advice or judgement or to provide legal or other advice with respect to particular circumstances.
  3. Every effort is made to keep TSC Services and Licensed Materials up to date, but users are advised to obtain independent verification or advice before relying on any piece of information in circumstances where loss or damage may result.
12. Compliance with applicable laws

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.

13. Waiver

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.

14. Severability

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.

15. Modification

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.

16. Notices

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.

17. Law

The Agreement shall be construed and have effect in accordance with the laws of England and Wales.

18. Entirety of agreement

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.