Eurointelligence

1. Introduction

1.1 We are Eurointelligence Limited, a company incorporated in England and Wales under company number 5778200. Our registered office is at The Wheelhouse Angel Court, 81 St Clements, Oxford, Oxfordshire, OX4 1AW, United Kingdom. Our VAT number is GB925339710..

1.2 Please read these Terms carefully. In conjunction with the Order Form, they form a contract between us and you. The contract is formed as set out on the Order Form. If there is any conflict or ambiguity, the terms in the Order Form prevail over the Terms.

1.3 If you are on a limited term free trial, the provisions regarding termination and payment in the Terms below do not apply but the remaining provisions have full force and effect and we are entitled to terminate the trial at any time with or without notice.

2. Definitions

2.1 Capitalised terms have the following meanings in these Terms in addition to those set out in the Order Form:

"Agreement" – our agreement with you, comprising the Order Form and these Terms.

“Briefings” - our daily news briefing and any other of our briefings or similar publications such as columns provided to you under this Agreement as part of the Services.

“Business Day” – any day which is not a Saturday, Sunday or public holiday in England.

"Data Protection Legislation" – to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data and, to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which we are subject, which relates to the protection of Personal Data.

"EU GDPR" – the General Data Protection Regulation ((EU) 2016/679).

“Order Form” – the order form to which these Terms are attached and/or relate.

“Personal Data” – as defined in the Data Protection Legislation.

“Podcast” – our professional podcast, posted on our website only. This is a longer version of our public podcast, available also on platforms such as Simplecast or Spotify.

“Services” – the services we are to provide to you under this Agreement, as set out in the Order Form.

“Subscriber Data” – any information and/or data provided by you to us in connection with Services including Personal Data such as email addresses and other contact details.

"Subscription Term" – the period for which we will provide the Services to you as set out on the Order Form unless terminated earlier in accordance with these Terms.

"Terms" – these terms and conditions.

"UK GDPR" – has the meaning given to it in the Data Protection Act 2018.

“in Writing” – in permanent written form (including email).

“Your Data” – any information and/or data provided by you to us in connection with Services including Personal Data such as email addresses and other contact details.

2.2 In these Terms, a reference to the singular will include the plural and vice versa and a reference to "including" or "includes" means including but not limited to.

3. The Services

3.1 Each Business Day, we will use commercially reasonable endeavours to issue a copy of the daily Briefing by email to each Authorised User's email address and publish a copy of the daily Briefing on our website accessible to Authorised Users by logging in to our registered subscribers only area. The Briefing is limited to the Regular and Pro subscription as stated in the Order Form.

3.2 Every Business Week we will publish a column or a professional podcast or both from our editorial team in a dedicated area on our website, which is accessible to all Authorised Users. These services are available for all subscription categories starting with the Basic, Regular and Pro as stated in the Order Form.

3.3 The email address you provide to us in order to receive the Services must be your email address.

3.4 The subscription is personal to you and you may not transfer any of your rights under this Agreement to another person.

3.5 We do not guarantee that any Briefing will reach your email account. Please ensure that our email address(es) and domains used to send the Briefings are added to your permitted senders list.

3.6 We are entitled, with or without notice and without liability, to suspend all or part of the Services for repair, maintenance, improvement or other technical reason. If so, we will use commercially reasonable endeavours to ensure that the suspension is no longer than required.

3.7 We are entitled, with or without notice and without liability, to make changes to the Services that do not adversely and materially affect the Services.

3.8 We are entitled to suspend the Services for holiday periods as specified in a Briefing or on our website from time to time but not to exceed a total of 25 Business Days in any 12-month period.

3.9 We do not guarantee that the Services will be uninterrupted or fault-free. We are entitled to suspend or not provide all or part of the Services in the event of circumstances outside of our reasonable control, including illness preventing our experts from properly performing the Services and third party telecommunications failures or interference. We will notify you of the anticipated period of any suspension or non-provision. To the extent within our control, we will use reasonable commercial endeavours to restore the Services once we become of any fault or interruption. In the event the Services are suspended or not provided for more than 7 days, your sole remedy is for an extension of your Subscription Term by the same amount of time that both:

a) the website version of the Briefings is unavailable; and

b) a copy of Eurointelligence's daily newsbriefing is not sent by email to you.

3.10 You acknowledge that the appearance and formatting of the Briefings may vary depending on the device which you use to view them.

3.11 You acknowledge that the style and tone of the Briefings may, at our discretion, vary from time to time.

3.12 The Briefings, podcasts and columns are intended to be informative and entertaining but we cannot guarantee that the information and opinions within them are accurate or up to date or address all matters that may be relevant to the topic of any Briefing, podcast or column. We are not liable for your, or any other parties', reliance on the Briefings, podcasts and columns. You acknowledge and accept that, before taking any action or inaction based on the Briefings, podcasts and columns you are responsible for carrying out your own independent enquiries and consideration of the topic of the Briefings, podcasts and columns including their accuracy and suitability for your purposes as well as considering any other risks or issues relevant to your business. The Briefings, podcasts and columns are not intended as professional, financial or other advice. You rely and act on the Briefings, podcasts and columns at your own risk.

3.13 We do not provide support in relation to the Services, except to the extent stated on our website from time to time.

4. Your obligations

4.1 You will ensure that Your Data is accurate and not misleading and that you will update it so that it remains so.

4.2 You will promptly supply us with any information that we reasonably request in connection with the Services.

4.3 You will ensure that your computers and systems comply with any minimum technical specifications which are specified by us from time to time as being necessary in order to use the relevant Services and/or receive the Briefings.

4.4 You agree that you will not:

a) sell or otherwise permit access to the Services (in whole or part) other than as set out in these Terms;

b) use the Services (in whole or part) to provide similar services to third parties or otherwise with a view to competing with us;

c) sell or offer advertising or sponsorship or promotions on or in connection with the Services;

d) use the Services for junk mail, spam, pyramid or similar or fraudulent schemes;

e) do anything which may have the effect of disrupting the Services or the provision or receipt of any of our services to our customers, including the use of worms, viruses, software bombs, mass mailings, DDoS attacks or similar;

f) do anything which may negatively affect our customers' enjoyment of the Services or our reputation;

g) gain unauthorised access to any part of the Services or equipment used to provide the Services or any secure parts of our website;

h) use any automated means to interact with our systems, excluding the use of public search engines;

i) subject to clause ‎5.11, conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to our website or any of the Services provided via, or in in relation to, our website including any robot, bot, spider, scraper or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the website or any data, content, information or Services accessed via the same, or any automated analytical technique aimed at analysing text and data in digital form to generate information which includes patterns, trends and correlations; nor

j) attempt, encourage, facilitate, authorise or assist any of the above.

4.5 You will ensure that no password, username or other log-in information will be used by anyone other than you. You will take reasonable care to protect and keep confidential all passwords and other login information used in the provision of the Services. You will notify us immediately of any apparent breach of security such as loss, theft, misuse or unauthorised disclosure or use of a password. You are responsible for third parties who use your account (unless and to the extent that we are at fault).

4.6 We are entitled to remove an Authorised User from the Services unilaterally if communications sent to that Authorised User's email address bounce back continuously or repeatedly over a period of four weeks.

5. Intellectual Property

5.1 We and our licensors retain all intellectual property rights in the Briefings and the Services.

5.2 You will not, and agree not to, use the Briefings and/or the Services except:

a) as expressly set out in this Agreement; or

b) with our express prior consent in Writing.

5.3 Subject to clauses ‎5.4 and ‎5.5, we grant you, subject to the terms of this Agreement, a limited, non-exclusive, royalty-free and non-transferable licence to:

a) view the Briefings on the screen of your device for your personal use;

b) receive and store a copy of the Briefings we email to you as a part of the Services, for your personal use;

c) print a single copy of each Briefing for your personal use; and

d) create and share a short extract, or abstract, of each Briefing of no more than 50 words, provided that:

i) you do not share the whole, or a substantial part of, each Briefing;

ii) you do not misrepresent the content of any Briefing; and

iii) your sharing of the whole, or any part of, a Briefing must include an attribution to Eurointelligence Limited as the creator of the shared part of the Briefing and (1) if sharing content on a website, a link to the source webpage at www.eurointelligence.com; or (2) if sharing content by email, a link to our website, www.eurointelligence.com.

5.4 The licence granted under clause ‎5.3 is:

a) perpetual, for Briefings created and published during the term of this Agreement; and

b) for the term of this Agreement only, for Briefings created and published prior to the term of this Agreement.

5.5 You may not share the Briefings (in whole or part) for, or in connection with, any commercial use (by you or others).

5.6 Please contact us if you would like to use the Briefings or any of our content outside of the licence granted to you.

5.7 You may not otherwise use, sublicense, retrieve, display, modify, copy, print, sell, distribute, download, hire, reverse engineer (unless permitted by applicable law) or create extracts of, or derivative works from, the Briefing and/or the Services.

5.8 We are entitled to audit (either ourselves or by appointing an independent auditor) any data at any time (whether Your Data or otherwise and including IP addresses) relating to your use of the Services in order to assess whether there has been any breach of these Terms.

5.9 If, acting reasonably, we consider that there has been any breach of this Agreement then, without prejudice to any other remedies, we are entitled in our discretion, without granting a refund, to:

a) terminate and/or suspend the Services; and/or

b) disable your access to the Services and/or login information.

5.10 You must not circumvent or otherwise interfere with any security-related features of the Services or features that limit or prevent copying of the Briefings (in whole or part) or which restrict use of the Briefings or Services.

5.11 We expressly reserve all rights in the Briefings and the Services, including for the purposes of Article 4(3) of the Digital Copyright Directive (EU) 2019/790 save insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.

5.12 Notwithstanding the other terms in this Agreement, you will not take any action that reduces the need for third parties to pay for our Services directly or that creates revenue from our Services to the detriment of our ability to generate revenue from our services, for example by sale of the Briefings or the Services.

6. Payment

6.1 You must pay the Subscription Fee to us for, and in advance of receiving, the Services.

6.2 Payment is non-refundable unless expressly stated otherwise in this Agreement.

6.3 We will submit an invoice to you for the Subscription Fee plus VAT, if applicable, within a reasonable time after this Agreement has been entered into.

6.4 Unless otherwise agreed in Writing, payment is due upon receipt of the relevant invoice.

6.5 If any amount due to us is unpaid (including unjustifiable chargeback), without prejudice to any other remedy that may be available to us, we are entitled to charge you, and you will pay us:

a) the outstanding unpaid amount of the Subscription Fee;

b) a reasonable administration fee;

c) the amount of any third party charges imposed on us; and/or

d) interest (both before and after judgment) on the total amount unpaid at a rate of 4% above the Bank of England base rate from time to time.

6.6 If any amount due to us is unpaid we are entitled to suspend and/or terminate this Agreement immediately on giving you notice in Writing.

7. VAT

7.1 The Subscription Fee includes VAT, which you are liable to pay to us at the prevailing rate (if applicable[WM1] [WBD2] ).

8. Term and Termination

8.1 This Agreement is formed as set out in the Order Form. The Services commence on the Subscription Start Date and, subject to the other terms of this Agreement, continue for the Subscription Term, whereupon the Agreement will renew, unless the Agreement is terminated.

8.2 This Agreement does automatically renew.

8.3 We are entitled at any time to terminate this Agreement for convenience by giving you at least 30 days' notice in Writing. If so, we will refund pro rata any Subscription Fee already paid insofar as it relates to the unused part of the current Subscription Term.

8.4 This Agreement may be terminated immediately at any time by either party by giving notice in Writing if the other is in material breach of its obligations under this Agreement and, where remediable, has failed to substantially remedy the default within 21 days after notice in Writing is given to the defaulting party specifying the default.

8.5 Upon termination of this Agreement for any reason:

a) other than is set out in clause ‎4.6, your right to use the Services and receive any further Briefings ends;

b) you must immediately refrain from accessing any secure areas of our website made available to our registered subscribers;

c) all rights and liabilities accrued under this Agreement to the date of termination are unaffected;

d) all clauses in this Agreement which are stated or intended to continue after termination will continue to apply; and

e) we are entitled to irretrievably delete Your Data.

8.6 We are entitled to suspend some or all of the Services at any time on notice in Writing if in our reasonable opinion you have breached this Agreement. We are entitled to not reinstate any part of the suspended Services unless you comply with such conditions. Our right to suspend the Services will not amount to a waiver of any right of termination.

8.7 Nothing prevents you terminating this Agreement under your statutory rights that cannot be excluded or limited by applicable law. If you end this Agreement for that reason, we will refund you in full on a pro rata basis for any Services which have not been provided and you may also be entitled to compensation.

9. 14-day Cancellation Period

9.1 You have the right to change your mind and cancel your subscription within 14 days from the date this Agreement is formed as set out in the Order Form. To cancel your subscription, please email us at subscriptions@eurointelligence.com. You can also use the cancellation form available at the end of these Terms.

9.2 We will not provide any services during the 14-day cancellation period unless you request for us to do so by ticking the relevant box for the Order Form.

9.3 If you exercise your right to cancel within the 14-day cancellation period, we will provide you with a refund as soon as possible.

9.4 Your refund will be subject to a deduction if services have been provided during the 14-day cancellation period at your request (by ticking the relevant box in the Order Form). We will make deductions from any refund due to you for the services we provided up to the time that you told us that you want to cancel.

9.5 We will issue your refund to the same payment method you used when you placed your order.

10. Warranties

10.1 We warrant that to the best of our knowledge the content of the Briefings and Services, and their provision to you, does not infringe the valid intellectual property rights of any third party.

10.2 We warrant that we will comply with all laws in the UK applicable to the provision of the Services.

10.3 You warrant that you will comply with all applicable laws in connection with this Agreement and your receipt and use of the Services.

11. Liability

11.1 Nothing in this Agreement in any way limits or excludes our liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation or for anything which may not legally be excluded or limited by law.

11.2 We are not liable for business losses. We only supply the products for domestic and private use. If you use the products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

11.3 Subject to clauses ‎11.1 and ‎11.2, our aggregate liability of any kind (including due to our negligence) under or in connection with this Agreement is limited to the Subscription Fee.

11.4 Subject to clauses Error! Reference source not found. (you rely and act on the Briefings at your own risk), ‎11.1, ‎11.2 and ‎11.3, we are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with this Agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

11.5 You must give us a reasonable opportunity to remedy any matter for which we are potentially liable before you incur any costs remedying the matter yourself.

12. Privacy

12.1 We will comply with all Data Protection Legislation, and other applicable privacy laws, in connection with our processing of your personal data in connection with this Agreement and the provision and receipt of the Services.

13. We will only use your personal information as set out in our privacy and cookies policy on our website, which is subject to change from time to time, as well as for such other purposes set out in that policy or otherwise permitted under applicable laws and regulations.

14. General

14.1 Unless otherwise set out, all notices and other communications required or permitted under this Agreement (“Notice”) will be validly given, made, or served if in Writing and delivered personally, sent by UK special delivery or international signed for post, or email to the other party at the addresses shown on the Order Form (or such address of which the other party had Notice of an address change). Notices sent by post will be deemed to have been given two business days (UK special delivery) or five business days (international signed for) after posting.

14.2 The relationship of the parties is that of independent contractors. Except as otherwise stated in this Agreement, nothing in this Agreement will constitute the parties as partners, joint venturers or co-owners, or constitute any party as the agent, employee or representative of the other(s), or empower any party to act for, bind or otherwise create or assume any obligation on behalf of the other(s), and no party will hold itself out as having authority to do the same.

14.3 No amendment to this Agreement will be effective unless in Writing, expressed to be an amendment to this Agreement and signed by a duly authorised representative of each of the parties.

14.4 The failure to exercise or delay in exercising a right or remedy under this Agreement will not constitute a waiver of the right or remedy.

14.5 If any part of this Agreement is unlawful, void or unenforceable for any reason, such part will, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and will not in any way affect any other circumstances of or the validity or enforcement of this Agreement. The parties will renegotiate the offending provision in good faith to achieve the same objects.

14.6 We may assign, subcontract or transfer all or part of our rights or duties under this Agreement but we will notify you and make sure that your rights are not adversely affected as a result. As this Agreement is personal to you, you may not assign, transfer or subcontract any of your rights or duties under it without our prior consent in Writing.

14.7 Save insofar as expressly provided otherwise in this Agreement, no third party may enforce any clause in this Agreement under the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of a third party which exists or is available apart from such Act.

14.8 This Agreement (including non-contractual disputes or claims) is governed by the law of England. You can bring legal proceedings in respect of the services in the English courts. If you live in Scotland you can bring legal proceedings in respect of the services in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the services in either the Northern Irish or the English courts. Nothing in this clause shall prevent us applying for interim or injunctive relief against you in any court of competent jurisdiction.

Model Cancellation Form

(Complete and return this form only if you wish to withdraw from the contract)

To Eurointelligence Limited

The Wheelhouse Angel Court, 81 St Clements, Oxford, Oxfordshire, OX4 1AW, United Kingdom (or if by email, subscriptions@eurointelligence.com).

I hereby give notice that I cancel my contract of sale for the supply of the following service,

Ordered on,

Name of consumer(s),

Address of consumer(s),

Signature of consumer(s) (only if this form is notified on paper),

Date

[WM1]We always quote net of VAT. This is because the VAT rate varies from country to country and we don't know which country a person with a subscription enquiry comes from. I think this sentence is therefore misleading.

[WBD2]When selling to consumers, all prices must be specified inclusive of VAT.