1. Term

This Agreement commences on the Effective Date and will remain in force during the Term.

1. 1. 1. 1. Unless otherwise stated in the Order Form, the initial term of this Agreement is one year from the Effective Date and will automatically renew for additional one year periods, unless one party gives the other at least 90 days’ notice prior to the end of the then-current term.
         2. Shan & Co. hereby grants the Customer the right to use the Information, for its own internal purposes only. Information means all information contained in the Product Line(s) selected by the Customer as set out on the Order Form.

2. Fees

1. 1. 1. 1. Customer must pay Shan & Co. the Fees annually in advance in order to subscribe to the Information, without set-off, counterclaim or deduction.  Customer irrevocably and unconditionally agrees the fees are renewable and payable annually in advance at the then applicable rates (and Shan & Co. is authorized to charge these rates annually to any credit, charge card or other facility of Customer which Customer has provided to Shan & Co.) unless customer terminates this Agreement in line with the termination provisions set out in clause 9.
         2. The Fees are exclusive of taxes, and Customer will also pay applicable taxes and duties (including withholding taxes, sales tax, value added tax (VAT) and other taxes, but excluding income taxes imposed on Shan & Co.).
         3. Customer will provide to Shan & Co. written evidence of any withholding tax paid by Customer or any tax exemption on which Customer wishes to rely. If Customer is obliged to withhold or deduct any portion of the Fees, then Shan & Co. shall be entitled to receive from Customer such amounts as will ensure that the net receipt, after tax and duties, to Shan & Co. in respect of the Fees is the same as it would have been were the payment not subject to the tax or duties.
         4. Shan & Co. may increase or adjust the basis for calculating the Fees for new subscriptions and for any renewals and Customer waives any objections thereto.

3. Scope and Liability

1. 1. 1. 1. Shan & Co. will provide the Information to Customer using reasonable skill and care.
         2. Customer will not obtain, retain, use, or provide access to the Information to any third party in a manner that may breach any applicable export control or economic sanctions laws and regulations for any jurisdiction, including the USA, the UK and the European Union and its Member States. Customer warrants that it is not affiliated with a specially designated or sanctioned entity under any of those laws and that, in any transaction relating to Shan & Co., it will not involve sanctioned parties, including without limitation through the use of bank accounts at banks that are those of the sanctioned parties.
         3. The Information is provided on an ‘as is’ basis and is provided for general information only. Customer agrees Customer will not use the Information as the basis for any business decision.
         4. Shan & Co. will make reasonable commercial efforts to ensure that the Information is up to date and accurate. However, Customer is aware that rules and regulations around the world are subject to regular changes and Customer accepts that nothing in these terms is intended to provide or give any guarantee or any representation or warranty that the Information is accurate, complete or up-to-date. The Information is intended to be a business tool, which Customer might use to assist Customer’s business decision-making, but all decisions are made by Customer, based on such of the Information as Customer decides to engage.
         5. By accessing the Information, Customer irrevocably and unconditionally accepts that Shan & Co. will not be liable in any way for any liability arising out of or in connection with any use which Customer makes of any Information.
         6. Shan & Co. (and those who provide it with any part of the Information (Third Parties)) will not be liable to Customer for any direct, indirect, incidental, special, consequential or exemplary damages (including damages for loss of profits, goodwill, use, or data, and whether by contract, tort or for any other reason), even if advised of the possibility of such damages. Further, Customer irrevocably and unconditionally confirms that Customer understands and agrees that neither Shan & Co. nor any of its Third Parties will be responsible for any compensation, reimbursement, or damages arising in connection with Customer’s inability to use the Information, including as a result of any (i) termination or suspension of this agreement or Customer’s use of or access to the Information, (ii) Shan & Co.’s discontinuation of any or all of the Information, or, (iii) without limiting any obligations contained elsewhere, any unanticipated or unscheduled downtime or other non-availability of all or a portion of the services for any reason, including as a result of power outages, system failures, acts of God or other interruptions.
         7. Shan & Co. will not be liable for any loss or damage caused by virus, distributed denial-of-service attack, or other technologically harmful material that may infect Customer’s computer equipment, computer programs, data or other proprietary material arising from Customer’s use of or access to the Information.
         8. Shan & Co. is not responsible for any and all damages resulting from any decisions of Customer, or anybody accessing the Information through Customer, that are made in reliance on the Information, including decisions relating to any sales or purchases or legal, compliance and/or risk management decisions. Customer irrevocably and unconditionally agrees that it uses the Information entirely at its own risk in these respects.
         9. Subject to the other provisions of this Agreement, Shan & Co.’s aggregate liability to the Customer in any calendar year for damages (in contract, tort including negligence or otherwise) arising out of or in connection with this Agreement will not exceed the Fees payable by Customer to Shan & Co. for the applicable Product Line(s) which forms the basis for the claim(s) during the 12 month period immediately preceding the incident (or the first incident in a series) giving rise to any claim for those Damages. Customer’s liability to Shan & Co. is unlimited.
         10. Shan & Co. is not responsible for any third-party contents herein (like government forms), including but not limited to any errors in or omissions therein.
         11. Nothing in these terms will affect: (i) Shan & Co.’s liability for death or personal injury arising from Shan & Co.’s gross negligence, (ii) Shan & Co.’s liability for fraudulent misrepresentation, or (iii) any other liability which cannot be excluded or limited under applicable law.
         12. In the event of any litigation between Shan & Co. and Customer, Customer irrevocably and unconditionally confirms it will indemnify Shan & Co. for all legal costs without regard to the outcome of the litigations and hereby also waives any and all rights of Appeal in this regard where so allowed by applicable law. Customer understands and agrees Shan & Co. will not indemnify Customer for its legal costs and hereby waives any and all rights to claim legal costs from Shan & Co. The term “legal costs” in Clause 3.12 will include but not be limited to attorney costs, expert witness costs, court fees and court filing fees.

4. Limitations to License

1. 1. 1. 1. Any Information or other rights provided under this Agreement are non-transferable and non-sub-licensable by Customer.
         2. All trials or testing of the Information are subject to the terms of this Agreement, unless otherwise notified by Shan & Co.
         3. Only the person named as the Named User may use the Information, Customer shall ensure that the Named User shall keep the username and password allocated to them personal to them, and any disclosure of such username and/or password, or use of such username and/or password to enable access to the Information by any other person shall be a material breach of this Agreement leading to suspension of access but, for which the then current fees shall still be due and payable by the Customer.

5. Intellectual Property

1. 1. 1. 1. Customer acknowledges that, as between the parties, all Intellectual Property Rights in the Information are owned by Shan & Co., and are hereby reserved to Shan & Co. unless specifically granted in this Agreement, Customer will not remove or conceal any proprietary rights notice in the Information, and will include such notices on any copy of the Information that it is permitted to make.
         2. Shan & Co. may collect and use data related to Customer’s use of the Information, to test, develop, improve and enhance its products and services.
         3. Customer irrevocably and unconditionally undertakes that it will:
            
            
            1. 1. not (a) create any derivative works based on the Information, or (b) build any database, for resale to a third party or permit access by a third party (in any case, whether directly or indirectly);
               2. not reproduce, sell or assign, license or disclose or otherwise transfer or make available the Information (in whole or in part) in any form to any third party;
               3. not copy, modify, re-use, disassemble, decompile, reverse compile, reverse engineer, frame, mirror or otherwise translate the Information (in whole or in part);
               4. not authorize (directly or indirectly) any Information to be made available in any way to a third party that resells the Information (in whole or in part);
               5. not use any part of the Information for commercial purposes without obtaining a license to do so from Shan & Co., which it may grant or not grant at its sole and absolute discretion;
               6. not use any of the Information to undertake commercial activity of any description that competes with Shan & Co.’s business;
               7. retain all proprietary notices or marks on the Information; and
               8. not use Shan & Co.’s trademarks or logos, whether or not registered, without Shan & Co.’s prior written consent.

6. Security

Customer shall take all necessary steps to ensure that its systems used to view the Information are not susceptible to being hacked or otherwise violated, shall not share any log-in details, and shall keep all security and authentication credentials used by it safe and secure and shall promptly notify Shan & Co. of any breach of this clause.

7. Confidentiality

1. 1. 1. 1. Customer shall treat all Information, which is either supplied to Customer or of which Customer becomes aware, as confidential and secret. Customer accordingly shall not disclose any such information to any third party. This obligation includes but is not limited to obligations to not:
            
            
            1. disclose any feature, function, design, specification, code or description of the Information;
            2. disclose any information about the capability, performance, or existence of any feature of the Information; or
            3. disclose any information about the results of any tests or evaluation or the results of any tests or evaluations carried out by Customer.
         2. The obligations under this clause 7 shall not apply to information that is in or subsequently comes into the public domain (through no fault on the part of Customer) and Customer warrants it shall without dispute, at the request of Shan & Co. and at Customer’s own cost, take such proceedings as may be necessary to preserve the confidentiality of such information.
         3. Customer shall take all proper and reasonable measures:
            
            
            1. to ensure and maintain the confidentiality of the Information;
            2. to prevent access or use of the Information by anyone other than the Customer’s Named User;
            3. to keep the Information secure from unauthorized use or copying by any person who is not Customer’s Named User.
         4. General Data Protection Regulation (GDPR) Privacy Policy
            This privacy policy explains how Shan & Co. uses the personal data that is collected from visitor/user/Customers when they use Shan & Co. website.
            
            
            1. What data do Shan & Co. collect?
               Shan & Co. collects the data Personal identification information such as Name, address, email, phone number, payment details etc.
            2. How do Shan & Co. collect visitor/user/Customer data?
               Visitors/users/Customers directly provide Shan & Co. with most of the data that is collected and processed when they:
               
               
               1. Register online or place an order for any of Shan & Co. products or services.
               2. Voluntarily complete a visitor/user/Customer survey or provide feedback on any of Shan & Co.’s message boards or via email.
               3. Subscribe to Shan & Co.’s newsletters
               4. Contact Shan & Co. through the online questionnaire form/contact us form on Shan & Co.’s website
               5. Use or view Shan & Co. website via browser’s based cookies.
            3. How will Shan & Co. use visitor/user/Customer data?
               Shan & Co. collects visitor/user/Customers data so that Shan & Co. can:
               
               
               1. Process visitor/user/Customers’ orders, manage their account and subscriptions.
               2. Email visitor/user/Customers with special offers on Shan & Co.’s products or services.
               3. Email visitor/user/Customers newsletters on regulatory changes across the globe.
                  

                  Visitor/user/Customers hereby agree, Shan & Co. may share visitor/user/Customers data with Shan & Co. partner or affiliated companies so that they may offer visitor/user/Customers their products and services.
                  When Shan & Co. processes an order from a visitor/user/Customers, we may send visitor/user/Customers data to, and also use the resulting information from, credit reference agencies to prevent fraudulent purchases. Visitor/user/Customer irrevocably and unconditionally agrees Shan & Co. may do so.

               4. For how long Shan & Co, will retain visitor/user/Customers data?
                  Shan & Co. will retain visitor/user/Customers personal information only for as long as is necessary for the purposes of its business and to the extent necessary to comply with its legal/regulatory obligations, resolve disputes, and enforce Shan & Co. policies
               5. Marketing
                  Shan & Co. will send information about products and services to its visitor/user/Customers. Visitor/user/Customers agree to this.
            4. What are visitor/user/Customers data protection rights?
               Visitor/user/Customers have the following data protection rights:
               
               
               1. 1. 1. The right to access.
                        Visitor/user/Customers have the right to request Shan & Co. for copies of their personal data. Shan & Co. may charge visitor/user/Customers an appropriate fee for this service in which case the information will only be supplied after the fee is paid.
                  2. The right of rectification.
                     Visitor/user/Customers have the right to request Shan & Co. to correct any information that is inaccurate or complete any information that is incomplete.
                  3. The right to object.
                     Visitor/user/Customers have the right to object Shan & Co.’s processing of their personal data, under certain conditions.
                  4. The right of restriction.
                     Visitor/user/Customers have the right to request Shan & Co. to restrict the processing of their personal data, under certain conditions.
                  5. The right to data portability.
                     Visitor/user/Customers have the right to request Shan & Co. to transfer the data that Shan & Co. have collected to another organization, or directly to them, under certain conditions, but all at Visitor/user/Customer’s cost payable in advance of the transfer being done.
                  6. The right to erasure.
                     Visitor/user/Customers have the right to request Shan & Co. to erase their personal data, under certain conditions. Shan & Co. is not however obligated to erase if the provisions of clause 7.4.4 apply.
                     If visitor/user/Customers make a request for any of the above, Shan & Co. will have one month to respond to it. If visitor/user/Customers would like to exercise any of these rights, please contact Shan & Co.
            5. What are cookies?
               Cookies are text files placed on visitor/user/Customers computer to collect standard Internet log information and visitor behavior information.
            6. How do Shan & Co. use cookies?
               Like any other website, Shan & Co. uses ‘cookies’. These cookies are used to store information including visitors’ preferences, and the pages on the website that the visitor accessed or visited. The information is used to optimize the users’ experience by customizing Shan & Co. web page content based on visitors’ browser type and/or other information.
               1. 1. 1. Log Files
                        Shan & Co. follows a standard procedure of using log files. These files log visitor/user/Customers when they visit websites. All hosting companies do this and it is a part of hosting services’ analytics. The information collected by log files include internet protocol (IP) addresses, browser type, Internet Service Provider (ISP), date and time stamp, referring/exit pages, and possibly the number of clicks. These are not linked to any information that is personally identifiable. The purpose of the information is for analyzing trends, administering the site, tracking users’ movement on the website, and gathering demographic information.
                     2. Privacy policies of other websites.
                        Shan & Co.’s Privacy Policy does not apply to other advertisers or websites. Thus, Shan & Co. hereby advise Visitor/user/Customers to consult the respective Privacy Policies of these third parties for more detailed information which may include their practices and instructions about how to opt-out of certain options.
                        Visitor/user/Customers can choose to disable cookies through their individual browser options. For more detailed information about cookie management with specific web browsers, please visit your browser’s respective website.
                     3. Online Privacy Policy Only.
                        Shan & Co. Privacy Policy applies only to Shan & Co. online activities and is valid for visitor/user/Customers to Shan & Co.’s website with regards to the information that they shared and/or are collected by Shan & Co. This policy is not applicable to any information collected offline or via channels other than this website.
                     4. Cross-Border Data Transfer.
                        Shan & Co. advises that visitor/user/Customers personal data will be transferred to, processed, and stored in the United States (U.S). Data protection laws in the U.S. may be different from those in visitor/user/Customers country of residence. Visitor/user/Customers irrevocably and unconditionally agree they consent to the transfer of personal information to the U.S. as set forth in this Privacy Policy when they visit Shan & Co.’s website or using Shan & Co.’s service.
                        Whenever Shan & Co. transfer visitor/user/Customers personal information out of the European Economic Area (EEA) to the U.S. or countries not deemed by the European Commission to provide an adequate level of personal information protection, the transfer will be based on a data transfer mechanism recognized by the European Commission as providing adequate protection for personal information. Details can be provided for a fee payable in advance.
                     5. Consent.
                        By using Shan & Co.’s website, visitor/user/Customers hereby consent to Shan & Co.’s Privacy Policy and agree to its terms.
                        If visitor/user/Customers have additional questions or require more information about Shan & Co.’s Privacy Policy, please email info@shan-co.net
                        The above provisions will also apply to visitor/user/Customers from the countries outside of EEA.
                     6. Contact Shan & Co.
                        Please email info@shan-co.net if you have any queries.

8. Changes

Shan & Co. may modify the Information from time to time for any reason including in order to update the Information.

9. Termination and Consequences

1. 1. 1. 1. Shan & Co. may, by giving notice (a Shan & Co. Notice), terminate the provision of the Information in whole or in part, or modify it or the terms on which it is provided, for any reason at any time, Shan & Co. will endeavour to provide the Customer with reasonable prior notice of any such termination or modification, but may not be able to do so if the triggering event is under the control of a third party. The effective date of the termination or modification as indicated on the Shan & Co. Notice is the Change Date.
         2. Shan & Co. may suspend, upon notice, all or part of the Information and Customer’s rights in relation to that Information if: (a) Shan & Co. has the right to terminate the Agreement in accordance with clause 11; or (b) in order to protect Shan & Co.’s systems and security or (c) in order to protect Shan & Co.’s IP. Any such suspension may continue until Shan & Co. is satisfied that the condition is remedied. Customer is still required to pay the Fees during any period of suspension.
         3. Either party may terminate this Agreement, upon notice, if the other party materially breaches this Agreement and the breach (a) remains unremedied 30 days after the date the breaching party receives a notice from the other party describing the breach and requiring it to be cured, or (b) is incapable of being cured. However, if the material breach relates solely to one or more Product Lines (but not all the Information), the non­breaching party only may terminate the relevant Product Line(s).
            Either party may terminate this Agreement, immediately upon notice, if: (i) the other party enters into a composition with its creditors; (ii) a court order is made for the winding up of the other party; (iii) an effective resolution is passed for the winding up of the other party (other than for the purposes of amalgamation or reconstruction); (iv) the other party has a receiver, manager, administrative receiver or administrator appointed with respect to it, (v) the other party ceases to be able to pay its debts as they fall due; (vi) the other party takes or suffers any action similar to any of the above on account of debt in any jurisdiction.
         4. Nothing in this Agreement prevents Shan & Co. from seeking an immediate injunction or similar remedy from a court of competent jurisdiction to prevent or restrain breaches of this Agreement.
         5. Following termination, and at any time with respect to Confidential Information, (a) at Customer’s request and subject to the remainder of this clause 9.6, Shan & Co. will promptly return, delete or destroy any material of Customer and Customer’s Confidential Information, and (b) at Shan & Co.’s request, Customer will promptly return, delete or destroy all Information, and Shan & Co.’s Confidential Information and other materials. However, each party may retain copies to the extent required by, and used only to (i) comply with, law or regulation, and (ii) support the enforcement or defence of a party’s rights under this Agreement.
         6. Termination of all or any part of this Agreement will not affect a party’s accrued rights and obligations. All clauses that by their nature should survive shall survive termination.
         7. Customer can elect not to renew their annual subscription by providing notice to info@shan-co.net by receipted email.

10. Verification Right

1. 1. 1. 1. Shan & Co. has the right to audit Customer, on at least 10 business days’ notice and during normal business hours, to verify whether Customer is complying with this Agreement. Shan & Co. will comply with Customer’s reasonable security, health and safety, and confidentiality procedures so long as these are provided to Shan & Co. in advance in writing. Shan & Co. will not audit Customer more than once in every 12 months in respect of each Customer location, unless (i) Shan & Co. has cause to suspect, or an audit reveals, that Customer is non-compliant, or (ii) where required to do so by a third party with respect to its information.
         2. If the audit shows that Customer has breached this Agreement, Customer will pay (a) any underpaid Fees with respect to any period of non-compliance, and (b) the costs of undertaking the audit if Customer has underpaid the Fees by any amount, and in any event, any costs that are imposed on Shan & Co. by a third party.

11. Force Majeure

Neither party will be liable for any damages or failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control. If such circumstances cause material deficiencies in the Information and continue for more than 30 days, either party may terminate any affected Product Line upon notice to the other party.

12. Assignment

1. 1. 1. 1. Customer may not, without the consent of Shan & Co., which may be granted or withheld in Shan & Co.’s sole and absolute discretion, assign all or any of its rights under this Agreement or use documents or other information obtained as a result of this Agreement for the benefit of another party.
         2. Shan & Co.’s liability to an assignee of Customer’s rights under this Agreement shall be limited to the liability Shan & Co. would have had to the Customer had the assignment not occurred.

13. Third Parties

The parties do not intend any third party to have the right to enforce any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

14. Entire Agreement

This Agreement is the entire agreement between the parties, and replaces all previous agreements and understandings between them, relating to its subject matter.

15. Relationship of the Parties

Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties. No party shall have the authority to bind the other party or to contract in the name of, or create a liability against, the other party in any way or for any purpose.

16. Waiver

A failure or delay in exercising any right or remedy under this Agreement shall not constitute a waiver of that right or remedy. A single or partial exercise of any right or remedy shall not prevent the further exercise of that right or remedy. A waiver of a breach of this Agreement shall not constitute a waiver of any other breach.

17. Variations

No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each party.

18. Conflicts

1. 1. 1. 1. If there is any conflict or inconsistency between this Agreement and any attachments, the provisions of this Agreement (excluding the attachments) shall prevail.
         2. If there is any conflict or inconsistency between the Order Form and this Agreement, the provisions of the Order Form shall prevail.

19. Cumulative Rights

The rights and remedies expressly conferred by this Agreement are cumulative and additional to any other rights or remedies a party may have.

20. Costs

Each party shall pay the costs and expenses incurred by it in connection with entering into this Agreement.

21. Communications

Communications under this Agreement shall be in writing and delivered by hand or sent by recorded delivery post or by receipted email to info@shan-co.net. Without evidence of earlier receipt, communications are deemed received: if delivered by hand, at the time of delivery; if sent by recorded delivery, at 9.00 am on the second Business Day after posting and it shall be sufficient to prove that the communication was properly addressed and posted.

22. Governing Law and Jurisdiction

1. 1. 1. 1. This Agreement and any non-contractual obligations arising in connection with them are governed by and construed in accordance with English law.
         2. The parties irrevocably and unconditionally agree that the English courts will have exclusive jurisdiction to determine any dispute arising in connection with this Agreement, including disputes relating to any non-contractual obligations.
         3. Each party irrevocably waives any objection which it may now or later have to proceedings being brought in the English courts (on the grounds that the English courts are not a convenient forum or for any other reason).
         4. Nothing in this Agreement (or, unless provided otherwise, any document entered into in connection with it) shall prevent Shan & Co. from applying to the courts of any other country for injunctive or other interim relief. Customer agrees it does not have such right.