The Banker Report terms and conditions
1. Definitions and Interpretation
1.1 These Terms and Conditions set out the agreement between the parties (the “Agreement”) words and phrases have the meaning given to them in this Clause 1. Unless the context otherwise requires words importing the singular shall include the plural and vice versa and the words “include” and “including” shall be construed as without limitation.
1.2 “Client” means the client entity, whose details are as set out in the invoice issued by FT for the Report, save where expressly advised otherwise.
1.3 “Extract” means a single data item (e.g. a report, graph or list) from the Report.
1.4 “FT” means The Financial Times Limited (company number 00227590 registered in England and Wales).
1.5 “Intellectual Property Rights” means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, database rights, trade marks, know-how, confidential information, trade secrets, design rights and all rights in the nature of unfair competition rights or rights to sue for passing off.
1.6 “Report” means “The Banker” rankings report, or similar report, ordered by Client from the FT’s “The Banker” database.
2. Licence To Use The Report
2.1 On the Client’s payment of the Fee, FT grants to the Client a non-transferable, non-sublicensable, non-exclusive right to use the Report (the “Licence”) to the extent described in clause 2.2 and subject always to the Client’s compliance with the terms of this Agreement.
2.2 Subject to clauses 2.3 and 2.4, the Client may view the Report and may:
- 2.2.1 distribute soft or hard copies of the Report provided that such copies may not be sold to any third party nor distributed to anyone external to the Client organisation;
- 2.2.2 include Extracts for internal redistribution within the Client’s organisation provided that such references and Extracts shall at all times make up less than 5% of the entire contents of such works and shall not form the main subject of such works; and
- 2.2.3 use the Report or any Extract for other purposes only with FT’s prior written permission.
2.3 The Client shall:
- 2.3.1 use all reasonable skill and care in the creation of any Extracts;
- 2.3.2 ensure that persons to whom Extracts are made available are made aware that Extracts or references may not be redistributed or sub-licensed except as expressly provided for in this Agreement; and
- 2.3.3 properly attribute each Extract to FT as follows “Source: The Banker Database, a service from The Financial Times Limited [Year]. All Rights Reserved.”
2.4 The Client shall not:
- 2.4.1 except as expressly permitted in this Agreement, copy, adapt, alter, abridge, modify, translate, archive, syndicate, sell, license, grant or purport to grant any rights in or otherwise make available the Report or Extracts;
- 2.4.2 use/place the Report or Extract within any internal; or external database or website, or in a manner prejudicial to the reputation or interests of FT or otherwise render it libellous, defamatory, inaccurate, abusive, inappropriate, obscene or illegal;
- 2.4.3 not state or imply at any time that FT promotes or endorses any third party products or services (except to the extent that FT does expressly endorse any third party products or services); or
- 2.4.4 distort or misrepresent the substance of the Report or any part of the Report.
- 2.4.5 unless otherwise agreed in writing with the FT, circulate the full Report to more than 5 individuals within the Client’s organisation.
2.5 The Client shall indemnify and keep FT, its officers, directors and employees fully and effectively indemnified against all actions, proceedings, claims, demands, losses, expenses and other liability suffered and which arise from (i) the inaccurate, incorrect, incomplete or misleading reproduction by the Client of the Report or Extract; and (ii) use by the Client of the Report outside the scope of this Agreement or any other breach by the Client of its obligations under this Agreement.
3. Intellectual Property Rights
3.1 The Client acknowledges that FT is throughout the world the owner or licensee of all Intellectual Property Rights in the Report and in the FT trade marks, and that nothing in this Agreement transfers any such ownership rights to the Client.
3.2 The Client shall not remove, shrink or otherwise modify the copyright or any other proprietary notice or any branding or logo of FT (or its licensors) contained within the Report. The permissions granted in this Agreement do not otherwise include the right to use any logos or trade marks of FT.
4. Termination of Agreement
4.1 FT may terminate this Agreement at any time immediately on written notice if the Client is in breach of any of its obligations under this Agreement upon which the Client shall, at FT’s option, deliver or destroy in accordance with the directions of FT, the Report and all materials relating to the Report in the Client’s possession or control (including any Report stored in the Client’s archives), whether held electronically or otherwise.
4.2 Any termination of the Agreement for whatever reason shall be without prejudice to any other rights or remedies FT may be entitled to under this Agreement or at law and shall not affect any accrued rights or liabilities nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
5. Limitation of Liability
5.1 Except as expressly set out in this Agreement, all warranties, conditions, representations, terms or undertakings, express or implied, statutory or otherwise are excluded. Without limitation, FT does not provide any warranties or representations regarding: (i) the accuracy or completeness of the Report; (ii) the satisfactory quality, suitability or fitness for purpose of the Report; (iii) the results that may be obtained from reliance on the Report; or (iv) the provision of the Report free from any virus, worms, time locks or anything else that has contaminating or destructive properties. Furthermore, the Report is only for general information and use and is not intended to address particular requirements. In particular, the Report does not constitute any form of advice, recommendation, representation or endorsement by FT and is not intended to be relied on in making (or refraining from making) any specific investment or other decisions. Appropriate independent advice should be obtained before making any such decision. Any information received through the Report, whether or not it is classified as “real time”, may have ceased to be current at the time it is received. Without limiting the foregoing: (i) the Client agrees that FT shall not have any liability for any late delivery of, inaccuracies or omissions in the Report; and (ii) the Report is provided “as is” and neither FT nor its partners who have been involved in the creation, production or delivery of the Report shall be liable for: (a) any indirect, consequential, incidental or special loss or damages whatsoever or (b) for any loss of profits, revenues, income or goodwill or loss of data or anticipated savings arising from this Agreement, in each case whether reasonably foreseeable or actually foreseen and regardless of the cause of action.
5.2 FT’s total liability to Client in respect of any breach of FT’s obligations under this Agreement or any representation, statement, negligent act or omission arising under or in connection with this Agreement will be limited to damages for direct losses actually incurred by Client and also limited in total to the Fees paid by Client to FT under this Agreement.
6.1 No variation to this Agreement shall be valid unless it is in writing and signed by an authorised representative of each of the parties.
6.2 A failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.
6.3 This Agreement is not intended to nor shall it create any rights, entitlements, claims or benefits enforceable by any third party.
6.4 The invalidity, unenforceability or illegality of any provision (or part of a provision) of this Agreement under the laws of any jurisdiction shall not affect the validity, enforceability or legality of the other provisions.
6.5 This Agreement constitutes the entire agreement, and supersedes any previous agreements between the parties relating to the provision of Content. This Agreement negates and takes precedence over any Client terms and conditions.
6.6 The Client may not assign or sub-license at law or in equity its rights under this Agreement or sub-contract any of its duties or obligations under this Agreement without the prior written consent of FT.
6.7 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter will be governed by and construed in accordance with English law and subject to the exclusive jurisdiction of the courts of England and Wales, except that, for the exclusive benefit of FT, FT retains the right to bring proceedings against the Client in the applicable courts of the Client’s place of business.
7. Version of Terms and Conditions
7.1 This version of the Terms and Conditions applies to Term Sheets executed by the FT and Service Provider at any time from 1 December 2015 until this version of the Terms and Conditions is superseded by a new version.
7.2 FT may at any time and at its sole discretion change, update or amend these Terms and Conditions by posting a new version of the Terms and Conditions at http://help.ft.com/legal-privacy/legacy-pages/banker-report-terms-and-conditions/. Any such change under this clause 7.2 will not affect any Term Sheets that have already been executed by FT and Client.