Schedule 2: License Terms & Conditions

These licence terms and conditions (the Terms), together with the Contract Details, constitute the agreement between the Licensor and the Client (the Agreement) for the Licensed Content

1. INTERPRETATION The following definitions apply in this Agreement:

   Client: the client specified in the Contract Details.

   Fee: the license fee payable by the Client for the Licensed Content as specified in the Contract Details.

   Licence: the licence of the Licensed Content under this Agreement.

   Licensor: the licensor company specified in the Contract Details.

   Licensed Content: the content as specified in the Contract Details or such other additional or replacement content as the Licensor provides to the Client from time to time and licensed in accordance with this Agreement.

   Territory: the territory specified in the Contract Details.

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2. GRANT
   1. The Licensor hereby grants to the Client a nonexclusive, non-assignable, revocable license to use the Licensed Content in the Territory solely for the Purpose, and subject to the Permitted Use and Restrictions as stated in the Contract Details, and in accordance with this Agreement. The Licensor (or its licensors) shall at all times retain all rights, title and interest in the Licensed Content.
   2. The Licensor shall deliver the Licensed Content to the Client by email within 24 hours of signature of this Agreement by the Client.
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3. LICENCE RESTRICTIONS
   1. The Client shall use the Licensed Content only in the form supplied by the Licensor and shall not distort, adapt, amend or otherwise alter the Licensed Content in any respect.
   2. If the Licensed Content is an article or other publication, the Client must credit the content using the following attribution structure: “This content was originally published by [Licensor] on [date] and is reproduced with their permission.”
   3. The Client shall notdo orpermitto bedone any act that will or may weaken, damage or be detrimental to the Licensed Content or the reputation or goodwill associated with the Licensed Content or the Licensor, or that may invalidate or jeopardize any registration of the Licensed Content.
   4. The Client shall not apply for, or obtain registration of:
      1. the Licensed Content for any goods or services in any jurisdiction; or
      2. any trade or service mark in any country which consists of, or comprises, or is confusingly similar to, the Licensed Content.
   5. The Client shall not grant any sub-license of, or transfer or otherwise dispose of its rights to use the Licensed Content.
   6. The Client shall notify the Licensor as soon as practicable if it becomes aware of:
      1. any unauthorised use of the Licensed Content;
      2. any actual, suspected or threatened infringement of the Licensed Content; or
      3. any claim made or threatened that use of the Licensed Content infringes the rights of any third party.
   7. The Client warrants not to use the Licensed Content to train Artificial Intelligence models nor may it enter any Licensed Content into an external Artificial Intelligence tool. The Client warrants that it shall not resell or re-license, share in any way (for the avoidance of doubt inputting into or sharing in any way with an Artificial Intelligence tool) or reverse engineer the Licensed Content, or develop or attempt to develop any competing products or services. The Client agrees not to use the Licensed Content for any purpose that is unlawful or prohibited by this Agreement. In this clause 3.7, “Artificial Intelligence” means any and all machine learning, deep learning and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks and other artificial intelligence tools or methodologies, all software implementations of the foregoing and related hardware or equipment.
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4. FEES
   1. Unless specified otherwise in the Contract Details, the Licensor’s invoice(s) for the Fee shall be payable by the Client in full within 30 days from the date of the invoice.
   2. The Fee is stated exclusive of VAT (or similar tax) and shall be paid free and clear of all deductions and withholdings unless required by law.
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5. DURATION AND TERMINATION
   1. The Licence shall commence on the Commencement Date and shall continue for the Term specified in the Contract Details, unless terminated earlier in accordance with this clause 5.
   2. Without affecting any other right or remedy available to it, the Licensor may terminate this Agreement with immediate effect by giving written notice to the Client if:
      1. the Client fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
      2. the Client commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within 14 days after being notified in writing to do so;
      3. the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
      4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client other than for the sole purpose of a scheme for a solvent restructuring of the Client;
      5. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given, or if an administrator is appointed over the Client;
      6. any event occurs, or proceeding is taken, with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 5.2.3 to 5.2.5 (inclusive); or
      7. the Client suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
   3. The Client may terminate this Agreement at any time for convenience by notice in writing to the Licensor provided that the Client shall not be entitled to any refund of the Fee if it terminates in accordance with this clause.
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6. CONSEQUENCES OF TERMINATION
   1. On expiry or termination of this Agreement for any reason and subject to any express provisions set out elsewhere in this Agreement:
      1. all outstanding amounts payable by the Client to the Licensor shall immediately become due and payable;
      2. the Licence shall cease; and
      3. the Client shall cease all use of the Licensed Content with immediate effect.
   2. Any provision of this Agreement that expressly or by implication is intended to continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
   3. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach which existed before the date of termination or expiry.
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7. LIABILITY AND INDEMNITIES
   1. Nothing in this Agreement shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence.
   2. The Licensor’s total liability to the Client under this Agreement shall not exceed £50,000.
   3. Except as specified in this Agreement, the Licensor shall not, to the full extent permitted by law, be liable to the Client for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising from the Client's exercise of the rights granted to it under this Agreement.
   4. The Licensor shall indemnify the Client against all liabilities, costs, expenses, damages and losses awarded against or incurred or paid by the Client as a result of or in connection with any claim brought against the Client for actual infringement of a third party's intellectual property rights arising out of, or in connection with, the use by the Client of the Licensed Content on the terms of this Agreement.
   5. The Client shall indemnify the Licensor against all liabilities, costs, expenses, damages and losses incurred or paid by the Client as a result of the Client's breach of its obligations under this Agreement.
   6. Liability under the indemnities in clauses 7.4 and 7.5 are conditional on compliance with this clause. If any third party makes a claim, or notifies an intention to make a claim, which may reasonably be considered likely to give rise to a liability under am indemnity, the party claiming the benefit of the indemnity shall:
      1. as soon as reasonably practicable, give written notice of the claim to the indemnifying party, specifying the nature of the claim in reasonable detail; and
      2. not make any admission of liability or agree any settlement in relation to the claim without the prior written consent of the indemnifying party (which consent not to be unreasonably withheld or delayed).
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8. WAIVER

   No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

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9. ENTIRE AGREEMENT

   This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

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10. VARIATION

    No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives)

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11. COUNTERPARTS
    1. This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
    2. No counterpart shall be effective until each party has executed at least one counterpart.
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12. THIRD PARTY RIGHTS

    No one other than a party to this Agreement, its successors and permitted assignees, shall have any right to enforce any of its terms.

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13. ASSIGNMENT

    The Licensor may assign or transfer any of its rights or obligations under this Agreement to any company within the Licensor group or to any purchaser of the business and and/or assets of any such group company.

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14. GOVERNING LAW AND DISPUTE RESOLUTION

    This Agreement shall be governed by and construed in accordance with the laws of New York and the courts of New York shall have exclusive jurisdiction to settle any dispute arising out of or in connection with the Agreement.

    Last Updated: March 2025

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