1. Definitions
“Agreement” means these Terms and Conditions, Privacy Policy, Authorized User Terms and Conditions and the Order Form;
“Affiliate” means, in relation to a Party, any other person or entity, whether incorporated or not, which from time to time Controls, is Controlled by or is under common Control with, that Party;
“Authorized User” means a user authorized to access Content under a valid Order Form;
“Authorized User Terms and Conditions” means the terms and conditions which govern Authorised Users’ access to Content which are available on Forum (and available on request), as may be updated from time to time;
Content” means the services and/or products produced by Third Bridge including the following: Forum Interviews, Recordings (if available), Transcripts, Maps, and other written materials provided by Third Bridge from time to time;
“Control” means the ability to direct the affairs of another, whether by way of contract, ownership of shares or otherwise, and “Controls” and “Controlled” shall be construed accordingly;
“Fees” the fees specified in the Order Form;
“Forum” means Third Bridge’s portal for Forum Interviews and the Content other than Forum Interviews made available by Third Bridge from time to time;
“Forum Interview” means an interactive discussion conducted by electronic means between Third Bridge and a Specialist which may be attended by Third Bridge’s clients;
“Intellectual Property” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information(including know-how and trade secrets) and any other intellectual property rights, whether registered or unregistered, and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world whether now existing or created in the future;
“Maps” means visual depictions of value chains synthesised by Third Bridge using information provided to Third Bridge by Specialists;
“Log-In Details” means unique identification information including a username and password provided by Third Bridge to Authorized Users used to access Content;
“Order Form” means the document between the Subscriber and Third Bridge for licensing Content which specifies, inter alia, the Subscription Term and the Fees;
“Parties” means Third Bridge and the Subscriber;
“Privacy Policy” means Third Bridge’s privacy policy posted at https://thirdbridge.com/compliance/privacy-policy/ (as amended from time to time);
“Recording” means a recording of a Forum Interview or other written materials made by or on behalf of Third Bridge;
“Specialist” means an industry expert who engages with Third Bridge to produce Content;
“Subscriber” means the company that has entered into an Order Form with Third Bridge;
“Subscription Term” means the term of any given Order Form;
“Third Bridge” means Third Bridge Group Limited (a company registered in England and Wales with registered number 06263699) or the Affiliate of Third Bridge Group Limited specified as the relevant invoicing entity in the applicable Order Form; and
“Transcript” means a transcript of the contents of a Forum Interviews or other written materials provided by Third Bridge.
2. General
2.1 In consideration of payment of any Fees and the mutual rights and obligations contained in this Agreement, Third Bridge will, during the Subscription Term, provide the Subscriber with a non-exclusive, non-transferable, global licence to the Content specified in the Order Form. For the avoidance of doubt, nothing in this Agreement shall entitle the Subscriber to access Third Bridge’s “Connections” service i.e. one on one private expert consultations instigated in response to a client project request.
2.2 To the extent of any inconsistency between these Terms and Conditions, any Order and the Privacy Policy, the documents shall rank as follows: the Order shall have priority followed by the Privacy Policy followed by the Authorized User Terms and Conditions.
3. Payment
3.1 The invoice in respect of the Fees shall be payable in full by the Subscriber within 15 days of the invoice date.
3.2 The Fees are exclusive of value-added tax and any other applicable sales taxes, which will be added to Third Bridge’s invoice and payable by the Subscriber in accordance with applicable law from time to time.
4. The Nature of the Information in the Content
4.1 The information and content contained in any Content are for information purposes only. Access to the Content, products and services are provided on an “as is” basis. Third Bridge does not make any warranties or representations, expressed or implied as to the currency, accuracy, completeness, timeliness or fitness for any particular use of the Content. Third Bridge accepts no liability for the Content or for any errors, omissions or inaccuracies in respect of it. The views of the Specialist or other third parties expressed in the Content are those of the Specialist or such other third party and they are not endorsed by, nor do they represent the opinion of, Third Bridge. Content is subject to change without notice and Third Bridge does not undertake to update or supplement Content or inform the Subscriber of any change in the Content. The Subscriber assumes all risk of use.
4.2 No warranty is given that the services will be error-free, free of viruses or uninterrupted. Third Bridge is not responsible for invalid destinations and transmission errors in, corruption of, or the security of information carried over telecommunications carriers’ or other providers’ facilities. Third Bridge has no liability for faulty or interrupted communication links.
5. Liability
5.1 The Content is for informational purposes only and does not constitute a trade recommendation and should not form the basis of any investment decision. The Content has not, is not, and should not be construed as an offer, bid or solicitation in relation to any financial instrument, security, commodity or futures instrument or as an endorsement, recommendation or sponsorship of any financial instrument, security, commodity or futures instrument, or as investment, tax, accounting or legal advice.
5.2 Third Bridge does not offer any recommendation to buy, sell or hold any security whether it is referred to in any Content or not. The Content does not constitute a personal recommendation or take into account the particular investment objectives, financial situations or needs of individual recipients. Investors should independently evaluate particular investments and strategies and seek the advice of a suitably qualified financial advisor. Third party statements and opinions contained in the Content are not endorsed by, nor do they represent the opinion of, Third Bridge or any of its employees.
5.3 In no event shall Third Bridge, its Affiliates, nor their respective officers, directors or employees be liable for any direct, indirect, incidental, punitive, special or consequential damages, costs, expenses, legal fees or losses (including, without limitation, lost income or lost profits or opportunity costs) in connection with any use of Forum or access to any Content. Without limitation to the generality of the foregoing, Third Bridge shall not be liable to the Subscriber for any trading, investment or other losses which the Subscriber may incur as a result of using any Content.
5.4 If any exclusion in the Agreement shall be held to be invalid, Third Bridge’s total liability to the Subscriber shall be limited to an amount equal to the Fees paid.
5.5 Nothing in this Agreement excludes or limits the liability of Third Bridge for death or personal injury caused by Third Bridge’s negligence or fraudulent misrepresentation.
5.6 Authorized User shall use personal Log-In Details and must (i) keep their Log-In Details confidential; (ii) use their Log-In Details for their personal use; (iii) not permit anyone else to use their Log-In Details; (iv) not share, distribute or provide access to any Content with individuals who are not Authorized Users; and (v) not transfer or share their Log-In Details with anyone else. Subscriber shall inform Third Bridge immediately if: (a) it reasonably believes that a third party has gained unauthorized access to their account; and/or (b) their Log-In Details have been disclosed to a third party.
5.7 Subscriber is responsible for its Authorized Users’ use and access to the Content and is liable for any breaches by them of the Authorized User Terms and Conditions. Third Bridge reserves the right to immediately and without notice terminate or suspend Subscriber’s or any of its Authorized Users’ access to the Content if it has a reasonable suspicion that they have breached the Authorized User Terms and Conditions.
6. Intellectual Property Rights
6.1 As between Third Bridge and the Subscriber all Intellectual Property in the Content, which is provided to the Subscriber, shall belong to Third Bridge. This includes without limitation all Intellectual Property in a Forum Interview, any Recordings or Transcripts, texts, icons, data, information, programming, scripting, design, layout and all other elements of the online service being provided.
6.2 The Subscriber shall not copy or reproduce in any form any Content (or any part thereof) or forward or distribute any Content (or any electronic link to any Content) to any third party, or (ii) reproduce, transmit, sell, distribute, republish, broadcast, post, circulate or otherwise commercially exploit the Content in any way or use the information for any unlawful purpose.
6.3 Content may be shared within your organisation for your internal compliance purposes provided that no trademark, copyright or other proprietary notices, or any restrictions on use or disclaimers contained in or appearing on such material are removed in whole or in part.
6.4 Third Bridge grants the Subscriber a non-exclusive, non-assignable, 10-year royalty free licence to the Subscriber and its Affiliates to use Content for internal research purposes only.
6.5 If an Authorized User accesses the Content from any location, then the Subscriber is responsible for compliance with all applicable laws.
7. Confidentiality
Third Bridge shall not disclose this business relationship to third parties without the prior written approval of Subscriber. In addition, Third Bridge hereby acknowledges that information relating to Subscriber and its Affiliates in connection with this Agreement (collectively, “Confidential Information”) is confidential and must be protected from unauthorised disclosure or use. Accordingly, Third Bridge agrees not to use for any purpose (except as required to provide the services hereunder) and not to disclose to any third party any Confidential Information. Additionally, Third Bridge agrees not to use Subscriber’s name in its marketing materials or otherwise disclose to any third party that it is performing services for Subscriber hereunder. Subscriber undertakes to keep the Content strictly confidential within its own organisation.
8. Termination
Third Bridge is entitled to terminate this Agreement immediately if: (i) the Subscriber is in material breach of this Agreement, and if capable of remedy, has not remedied the breach within 30 days; (ii) the Subscriber is in material breach of this Agreement and it cannot be remedied; (iii) it is necessary for Third Bridge to comply with laws and regulations, including sanctions restrictions; or (iv) the Subscriber is subject to liquidation, insolvency or a similar process in its jurisdiction. Third Bridge is also entitled to terminate this Agreement on written notice to the Subscriber, if Third Bridge, in its reasonable discretion determines that the continued relationship could cause Third Bridge reputational harm and, in this case, the Subscriber would be entitled to a pro rata refund of the Fees.
9. Entire Agreement
This Agreement constitutes the entire agreement of the Parties relating to the subject matter addressed in this Agreement. This Agreement supersedes all prior communications, contracts, or agreements between the Parties with respect to the subject matter addressed in this Agreement, whether oral or written, and each Party acknowledges and agrees that it does not rely on, and shall have no remedy in respect of, any statement, undertaking or representation made (whether innocently or negligently) by any other Party or any other person except as expressly set out in this Agreement.
10. Severability
If any of the provisions of these Terms are determined by any court or other authority of competent jurisdiction to be invalid, unlawful, or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms and conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.
11. Assignment
The Subscriber may not assign this Agreement except with the prior written consent of Third Bridge.
12. Amendments
Third Bridge may update these Terms and Conditions on its website at any time and will provide notice to Subscribers of any changes which Third Bridge reasonably determines are material or detrimental to its Subscribers. Continued use of the Content shall be deemed acceptance by a Subscriber to the new version of the Terms and Conditions.
13. Governing Law & Jurisdiction
This Agreement is governed by and shall be construed in accordance with the laws of England. The parties submit to the exclusive jurisdiction of the English courts.
