You must read this agreement before proceeding as it contains conditions of use that may bind you.
In accepting this agreement you are deemed to have read, understood an agreed to be legally bound by the conditions of use set out below each time you access the site and/or use the product.
Probate calculator product agreement
This agreement is between:
(1) LONDON STOCK EXCHANGE PLC a company incorporated in England with registered number 2075721 and whose registered office is at London Stock Exchange, 10 Paternoster Square, London EC4M 7LS (the "Exchange");
and
(2) The person using the Product (the "Customer").
1 Definitions and Interpretation:
1.1 In this Agreement the following terms shall have the meanings set out below:
"Commencement Date" means the date the Customer accepts this Agreement.
“Charges” means the charges for the Product set out in the Price List as varied from time to time in accordance with the Agreement including without limitation any third party charges.
"Agreement" means these terms and conditions.
"Force Majeure Event" means, in relation to a party, any event or circumstance:
1. which is not reasonably foreseeable; and
2. is beyond that party's reasonable control; and
3. prevents or limits the ability of that party to meets its obligations under the Agreement.
“Order” means an order for the Product placed by the Customer by filling in the Order Fields.
“Order Fields” means in relation to an Order, the fields that the Exchange requires the Customer to complete on the Site in order for the Product to produce a Report.
“Price List” means the list of charges for the Product as found on the Site and VAT at the prescribed rate and any other tax, duty or levy imposed by legislation.
"Product" means the Exchange's Probate Calculator Product.
“Report” means the report produced by the Product after the Customer fills in the Order Fields.
“Service Description” means the description of the Product as displayed on the Site from time to time.
"Site" means the Exchange's corporate internet site from which the Product may be accessed.
“Third Party Content” means the part or parts of the information contained within the Product which are provided by third parties and is not owned by the Exchange. Such third party content may be subject to specific terms and conditions as specified in this Agreement.
“Third Party Content Provider” means the provider of Third Party Content.
1.2 In this Agreement:
1.2.1 references to clause headings are for ease of reference only and shall not affect the interpretation of this Agreement;
1.2.2 the singular includes the plural and vice versa, unless the context otherwise requires;
1.2.3 references to statutes, statutory instruments, regulations, rules or provisions thereof are to those statutes, statutory instruments, regulations, rules or provisions thereof as amended, modified or replaced from time to time;
1.2.4 references to a “ person” shall include any firm, company, corporation, body, association or partnership (whether or not having separate legal personality) or any combination of the foregoing.
2 Commencement and Duration
2.1 The Agreement shall commence once the parties agree to these terms and conditions and shall continue in force until terminated by either party in accordance with this Agreement (or as otherwise permitted by law).
2.2 Either party may terminate this Agreement by giving not less than sixty days’ prior notice in writing to the other party.
3 The Product
3.1 The Exchange agrees to supply the Product to the Customer and the Customer agrees to pay the Charges and use the Product in accordance with this Agreement as may be varied from time to time.
3.2 The Exchange shall deliver the Product to the Customer via the Site.
3.3 The Product supplied by the Exchange shall only be used by the Customer:
3.3.1 in the case of a corporate customer, or a customer which is an unincorporated association or partnership, in the normal and proper course of the Customer’s business; and
3.3.2 in the case of an individual customer for managing his or her own financial affairs.
3.4 The Customer agrees that the Product and the Site:
3.4.1 is not intended to address any of the Customer’s particular requirements, particularly investment requirements, and is in no way intended (directly or indirectly) as an attempt to market or sell a financial
instrument and shall not form the basis of, or be relied upon in connection with, any contract or commitment whatsoever;
3.4.2 is not meant to be nor shall be considered as an investment advertisement or an offer or solicitation to conduct investment business or enter into any investment agreement as defined in the Financial Services
and Markets Act 2000. It does not constitute any advice or recommendation (professional or otherwise) on whether any investment is suitable or not suitable for a particular investor or otherwise. The Customer acknowledges that it shall not rely upon the Product in making or refraining from making any specific investment or other decisions and in using the Product, the Customer relies solely on its own skill, knowledge and judgement.
3.5 The Customer shall only be permitted to access the Product by entering its username and password. The Exchange may give at its discretion on request usernames and passwords to the Customer’s employees for the purpose of accessing the Product. The Customer is responsible for the security of any username and password given to it or its employees and these should not be disclosed to any third party.
3.6 It is the Customer’s sole responsibility to make sure that the Customer has the necessary and appropriate software, equipment and facilities to use the Product and the Customer is solely responsible for establishing
and maintaining proper and appropriate connection with the telecommunications provider in relation to the use of the Product;
3.7 When the Customer accesses the Site, it may access third party websites via hypertext links contained in the Site. The Exchange does not endorse or approve these third party websites and accepts no responsibility or liability for such websites.
3.8 The Customer acknowledges that any copyright or other intellectual property rights of whatever nature which subsist or may subsist in the Product shall remain the property of the Exchange or of Third Party Content Providers.
3.9 The Customer agrees to use the Product in accordance with the Service Description in addition to any guides or technical specification which may appear on the Site. The Customer is responsible for complying with any guidance relevant to the use of the Product produced by the HM Revenue and Customs, and all such conditions, guidance and recommendation that the Exchange and/ or relevant Third Party Content Provider may make from time to time.
3.10 The Customer is responsible for completing all required Order Fields before submitting the Report to the HM Revenue and Customs. The Customer is solely responsible for the accuracy and completeness of all
information entered by it in the Order Fields and any additional information supplied on the Report. The Customer shall not modify the format or content of the Report in any other manner.
3.11 The Customer agrees not to re-distribute the data acquired in the use of the Product, save for the purpose of helping in preparing to submit the information to the HM Revenue and Customs.
3.12 The Customer agrees to use its own skill and judgment in the use of the Product and will use it only for its own internal purposes, the customer will verify the information provided by the product and verify the basis of calculation in accordance with HM Revenue and Customs guidelines as published by them from time to time.
3.13 The Customer shall not remove or modify any logo, trade mark or other similar notices of rights displayed on the Product.
4 Basic Support
4.1 The Exchange may suspend the Product:
4.1.1 to vary the technical specification of the Product: or
4.1.2 to repair, maintain or improve the Product.
4.2 The Exchange will use reasonable endeavours to ensure (but does not guarantee) that minimum disruption is caused to the Product by reason of such suspension on days on which the Exchange is open for trading.
5 Third Party Content Providers
5.1 The Customer acknowledges that a Third Party Content Provider may have rights (including without limitation intellectual property rights) in the information it supplies. The Customer agrees to comply with any conditions imposed on the use, access, storage or any permitted redistribution of information by the relevant Third Party Content Provider. The Customer shall pay such fees and charges as the Third Party Content Provider applies for services provided to the Customer by the Third Party Content Provider in accordance with the agreement between the Customer and the Third Party Content Provider.
6 Charges
6.1 The Customer will pay the Charges stated in the Price List.
6.2 The Customer will pay all sums payable under the Agreement without any-set off, restriction or condition and without any deduction for or on account of any counterclaim.
6.3 If any sum payable to the Exchange under the Agreement (or any part of it) is not paid, the Exchange may, without prejudice to any other right or remedy:
6.3.1 charge interest;
6.3.2 suspend the provision of the Product; and/ or
6.3.3 terminate the agreement;
6.4 The Exchange will use reasonable endeavours to provide reasonable notice of any changes to the Charges, but the Customer agrees that they may change without notice if any such change is imposed by a third party.
6.5 Charges invoiced by Third Party Content Providers or other third party providers will be payable by the Customer in accordance with the terms and conditions of the Third Party Content Providers or other third party
providers.
6.6 On termination of this Agreement for whatever reason the Exchange shall repay to the Customer a sum equivalent to the value of any unused Credit held by the Customer at that time provided always that no such
obligation shall arise where the net sum otherwise payable to the Customer would be less than £30.
7 Terms and Termination
7.1 The Exchange may terminate this Agreement immediately at any time if:
7.1.1 in the Exchange’s reasonable opinion the Customer has misused or made improper or inappropriate use of the Product, or
7.1.2 the Customer’s use (or misuse) of the Product is such that the Exchange’s ability to provide the Product to other users is impaired in any way whatsoever; or
7.1.3 the Customer commits a material breach of the Agreement.
7.2 The Exchange reserves the right to suspend the provision of the Product immediately during the investigation of a suspected breach of the Agreement if the Customer does not remedy such breach, if capable of remedy, within 30 days of receiving notice from the Exchange requiring it to do so.
7.3 The Exchange reserves the right to terminate this Agreement without notice if the Exchange is to cease or ceases generally to provide the Product.
7.4 Upon termination of this Agreement for any reason the use of the Product by the Customer shall cease immediately. Any termination of the Agreement by the Exchange shall;
7.4.1 be without liability to the Customer;
7.4.2 be without prejudice to any other rights or remedies the Exchange may have under this Agreement or at law; and
7.4.3 not affect the coming into or continuance in force of any provisions of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.
8 Liability
8.1 Neither party shall be liable to the other for any delay in performance or non-performance of its obligations under this Agreement to the extent that such delay or non-performance is caused by a Force Majeure Event.
8.2 To the maximum extent permitted by law, in no circumstances (other than circumstances of fraud, dishonesty or wilful misconduct) shall the Exchange be liable for:
8.2.1 any loss or damage arising directly or indirectly from the Customer's use of the Product or access to the Site including any loss or damage caused by computer viruses transmitted through the Site or by email
delivery of the Product; or
8.2.2 loss of profit, goodwill, business opportunity or anticipated savings suffered by the Customer as a result of any breach of duty by the Exchange whether in statute, contract or tort (including negligence).
8.3 Third Party Content Providers provide the Exchange with some of the information contained in the Product and they assume no responsibility to the Customer or any third party. To the maximum extent permitted by law, in no circumstances (other than circumstances of fraud, dishonesty or wilful misconduct) shall any Third Party Content Provider be liable to the Customer or any third party for any direct, indirect, special or consequential loss or damage resulting from any breach of duty whether in statute, contract or tort (including negligence).
8.4 In any event, the parties agree that, due to the nature of the Product, under no circumstance will the Exchange’s liability in respect of an Order placed under the Agreement exceed 100% of the Charges paid by
the Customer in respect of such Order.
8.5 Nothing in this Agreement shall operate to limit either party’s liability to the other party arising out of or in connection with death or personal injury or fraud (including without limitation, fraudulent misrepresentation).
9 Warranties
9.1 The Exchange warrants that the Product will be provided using reasonable skill and care.
9.2 The Exchange gives no warranty or undertaking as to the accuracy, suitability or completeness of the Product, or that the form or methods used to calculate share value are accurate or up to date according to HM Revenue and Customs guidelines. The Exchange gives no warranty that the information is virus-free or error free.
9.3 The warranty contained in clause 9.1 is in lieu of all other warranties, conditions, undertakings, representation or terms, express or implied, statutory or otherwise and all such warranties, conditions undertakings
representations and terms are excluded to fullest extent permitted by law.
9.4 Subject to clause 8.5 the Customer may only bring a claim against the Exchange where:
9.4.1 the Exchange is informed by the Customer in writing of the circumstances giving rise to such claim within 18 months of the date upon which the Customer ought to have known of the circumstances giving rise to such a claim; and
9.4.2 the Customer issues legal proceedings against the Exchange within 18 months of the date upon which the Customer ought reasonably to have known of the circumstances giving rise to such a claim.
9.5 The Customer agrees and warrants that it shall not;
9.5.1 disclose or distribute the Product to any third party without the Exchange's prior written consent; or
9.5.2 use the Product (or any information contained therein) for any illegal purpose or to bring the Exchange, its business or markets into disrepute.
10 Indemnity
10.1 The Customer will indemnify the Exchange against any liability, loss, damage, claims, expenses (including legal expenses) or cost whatever arising directly or indirectly in connection with any claim or action that may be brought by any third party against the Exchange relating to any misuse of the Product or any part thereof, or in respect of any unpaid accesses to the Product, or to any failure to comply with this Agreement.
11 Confidentiality
11.1 Each party should keep confidential all information obtained pursuant to this Agreement and relating to the other party unless such information has become public knowledge otherwise than as a result of any breach of this clause or disclosure is required by the law or a party’s regulatory body or disclosure is made in confidence to its professional advisers.
11.2 The undertaking will survive this Agreement and be binding for 6 years after expiry or termination from any cause of this Agreement.
12 General
12.1 Only the Customer and the Exchange shall have any rights pursuant to this Agreement and no person shall obtain any rights pursuant to the Contract (Rights of Third Parties) Act 1999.
12.2 Failure by either party to exercise any right or remedy under this Agreement shall not signify acceptance of the event which gave rise to such right or remedy nor shall it constitute a waiver of such right or remedy.
12.3 The Customer shall not assign any rights or obligations hereunder without the prior written consent of the Exchange.
12.4 The Exchange and the Customer agree that they will at all times comply with the provisions and obligations imposed by the Data Protection Act 1998.
12.5 The Exchange and the Customer acknowledge that this Agreement sets forth the entire agreement between them with respect to the subject matter covered by it and that it supersedes all prior communications,
understandings, promises or conditions whether written or oral between the parties relating thereto.
12.6 Each paragraph and provision of this Agreement is severable from the rest of this Agreement and if one part should be found to be invalid, illegal or void for any reason, it shall not affect the validity or legality of any other part and the remaining parts shall continue to have full force and effect.
12.7 All notices to be sent from one party to another in connection with this Agreement shall be delivered by letter, fax or email to the address, fax number or email address (as the case may be) of the parties shown on the Order Field. It shall be the Customer's responsibility to notify the Exchange in accordance with this Agreement of any change of address. Notices sent by fax shall be deemed to be effective on receipt by the sender of a successful transmission report.
12.8 The Customer shall allow the Exchange and its agents and employees during normal business hours and on no less than 30 days notice to have access to, and to inspect systems, accounts, records and other documents relating to the Product (in both hard copy and machine readable form) and permit the Exchange to take copies or extracts and on demand to supply copies to the Exchange in order to verify the Customer's compliance with the Agreement.
12.9 This Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts for all matters arising in connection herewith.