Introduction

These Quanted SaaS Terms of Service ("Terms") govern the use of the Software, Services and Documentation provided by Quanted Technologies Ltd, a company registered in England and Wales under company number 15760069, whose registered office is at 71-75 Shelton Street, Covent Garden, London, UK WC2H 9JQ (“Quanted”). 

By: 

• clicking ‘agree’ (or similar);

• signing an Order Confirmation; or 

• accessing the Services, 

the Customer agrees to comply with and be bound by these Terms and acknowledges that they constitute a legally binding contract between Quanted and the Customer. The (1) Order Confirmation (for Institutional Customers) or Pricing Page (for Non-Institutional Customers) and (2) these Terms together constitute the "Agreement".

Where an individual signs up or accesses the Services as personnel on behalf of the Customer, that individual represents and warrants that they are duly authorised to represent and bind the Customer and accept these Terms on its behalf.

PART A: Commercial terms and core obligations

1. Subscription

   1.1 Licence. Subject to the Customer purchasing Subscriptions, Quanted grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicenses, to

   1. permit the Authorised Users to access and use the Software, Services and the Documentation; and

   2. permit the Authorised Users to receive and use any free supplementary software code or Updates for the Software that are provided by Quanted,

      during the Term, solely for the Customer's internal business operations. 

   1.2 No affiliate use. The licence provided under clause 1.1 is granted to the Customer only, and shall not be considered granted to any subsidiary or group company of the Customer.

   1.3 Subscription length. This Agreement shall, unless otherwise terminated as provided in clause 14, commence on the Effective Date and shall continue for the Term, unless:

   1. for Institutional Customers: either party notifies the other party of termination in accordance with any termination rights it has in the Order Confirmation;

   2. for Non-Institutional Customers:

      1. the Customer cancels the Subscription by doing so directly in the Software interface; or 

      2. Quanted notifies the Customer of termination, in writing, at least 30 days before the end of the Initial Term or applicable Renewal Term,
         in which case the Agreement shall terminate at the end of the  Initial Term or applicable Renewal Term in which the notice expires.

   3. otherwise terminated in accordance with the provisions of the Agreement.

2. Charges and payment

   2.1 The Fees. The Customer shall pay the Fees to Quanted for Subscriptions in accordance with this clause 2 and the Order Confirmation (for Institutional Customers) or Pricing Page (for Non-Institutional Customers).

   2.2 Late payment of Fees. If Quanted has not received payment of any fees due under this Agreement (including in relation to Credits) within 30 days after the due date, and without prejudice to any other rights and remedies of Quanted:

   1. Quanted may, on no less than 5 Business Days' notice to the Customer and without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Quanted shall be under no obligation to provide any or all of the Services while the Fees concerned remain unpaid; and

   2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

   2.3 Other payment terms. All amounts and fees stated or referred to in the Agreement:

   1. shall, unless stated otherwise in the Order Confirmation or Pricing Page, be payable in pounds sterling;

   2. are, non-cancellable and non-refundable;

   3. are exclusive of value added tax. 

3. Purchasing additional Credits

   3.1 Purchasing additional Credits. Subject to clause 3.2, the Customer may, from time to time during the Term, purchase additional Credits in excess of the Authorised Credit Limit and Quanted shall top-up the Customer's account with the additional Credits as soon as practicably possible after receiving payment of the additional fees.

   3.2 Payment of additional fees. The Customer shall immediately pay to Quanted the relevant fees for such additional Credits, which shall be: 

   1. for Institutional Customers: as set out in the Order Confirmation; or

   2. for Non-Institutional Customers: set out in the checkout in the Software, 

      and shall pay such fees in the manner specified in the Order Confirmation or checkout in the Software (as applicable).
      
      

4. Free Trial

   4.1 Free Trial terms. These Terms shall apply, mutatis mutandis, throughout the Free Trial including the licences granted by Quanted to the Customer at clause 1.1. Upon expiration of the Free Trial, the Subscription and Agreement will proceed for the remainder of the Term, unless the Customer chooses to terminate at the end of the Free Trial in accordance with clause 4.3.

   4.2 Changes to these Terms. During the Free Trial the following provisions of these Terms will not apply:

   1. the uptime availability commitments provided by Quanted at clause 6.2;

   2. the support commitments provided by Quanted at clause 6.3; and

   3. the third-party intellectual property indemnity provided by Quanted at clause 12.2.

   4.3 Ending a Free Trial. The Customer may choose to terminate the Agreement upon providing written notice to Quanted at any time before the end of the Free Trial without further obligation.
   
   

5. Customer’s obligations

   5.1 What the Customer shall do. The Customer shall:

   1. provide Quanted with all necessary co-operation in relation to the Agreement and all necessary access to such information as may be required by Quanted in order to provide the Services, including but not limited to Customer Data, security access information and configuration services; 

   2. without affecting its other obligations under the Agreement, comply with all applicable laws and regulations with respect to its activities under the Agreement;

   3. carry out all other Customer responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Quanted may adjust any agreed timetable or delivery schedule as reasonably necessary; 

   4. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of the Agreement and shall be responsible for any Authorised User's breach of the Agreement; 

   5. obtain and shall maintain all necessary licences, consents, and permissions necessary for Quanted, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;

   6. ensure that its network and systems comply with the relevant specifications provided by Quanted from time to time; 

   7. be, to the extent permitted by law and except as otherwise expressly provided in the Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Quanted’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet; and

   8. use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Quanted.

   5.2 What the Customer shall not do. The Customer shall not:

   1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:

      1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

      2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or

      3. attempt to intercept any inbound data coming from Quanted’s servers.

   2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;

   3. use the Services and/or Documentation to provide services to third parties; 

   4. subject to clause 15.7, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; 

   5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under clause 1.1; 

   6. introduce or permit the introduction of any Virus or Vulnerability into the Services or Quanted's network and information systems;

   7. sign up for multiple Free Trials using different email addresses or accounts, or attempt to obtain more than one Free Trial;

   8. allow the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation to exceed the Authorised User Limit;

   9. exceed the Authorised Credit Limit or breach any restrictions related to it as part of utilising a specific Credit;

   10. permit access to the Services without first having ensured that each Authorised User shall keep a secure password for their use of the Services and Documentation, and that each Authorised User shall keep their password confidential; 

   11. access, store, distribute or transmit any Viruses, or any material (including Output) during the course of its use of the Services that:

       1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

       2. facilitates illegal activity;

       3. depicts sexually explicit images;

       4. promotes unlawful violence;

       5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

       6. is otherwise illegal or causes damage or injury to any person or property;

   12. represent any Output as being approved or vetted by Quanted or as being an original work or a wholly human-generated work;

       and Quanted reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause 5.2.

6. Quanted’s obligations

   6.1 Provide the Services. Quanted shall, during the Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of the Agreement and substantially in accordance with the Documentation.

   6.2 Availability of the Services. Quanted shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

   1. planned maintenance; and

   2. unscheduled maintenance performed outside Normal Business Hours, provided that Quanted has used reasonable endeavours to give the Customer notice in advance where possible.

   6.3 Provide support. Quanted will, as part of the Services and at no additional cost to the Customer provide the Customer with Quanted's standard customer support services during Normal Business Hours. The Customer may purchase enhanced support services separately at Quanted's then current rates.

   6.4 Obtain permissions. Quanted warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

PART B: Core legal terms

7. Data protection

Each party will, at all times during the Term, comply with the Data Processing Agreement. 

8. Data Vendors and other third party providers 

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and/or purchase products and services from, third parties (including Data Vendors) via the Software’s “request referral” feature or third-party websites and that it does so solely at its own risk. Quanted makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party, its website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed that is enabled by the Services or via any third-party website, is between the Customer and the relevant third party, and not Quanted. Quanted recommends that the Customer refers to the third party's terms and conditions and privacy policy prior to using the relevant third-party’s website and products and services. Quanted does not endorse or approve any third-party, its products and services, nor the content of any of the third-party websites made available via the Services.

9. Quanted’s disclaimers

   9.1 Quanted's obligations shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Quanted's instructions, or modification or alteration of the Services by any party other than Quanted or Quanted's duly authorised contractors or agents. If the Services do not conform with the Agreement, Quanted will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.  

   9.2 Quanted does not warrant that:

   1. the Customer's use of the Services will be uninterrupted or error-free;

   2. that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; 

   3. the Software or the Services will be free from Vulnerabilities or Viruses; or

   4. any third-party services accessed through the Software or Services will perform as expected or meet the Customer's requirements. 

   9.3 The Customer understands and acknowledges that:

   1. the Services do not include advice from qualified human advisors and instead utilise artificial intelligence, which may “hallucinate” or make errors, and for this reason: 

      1. Quanted does not warrant that the Services can, or should, be used as a substitute for appropriate and suitably qualified legal, financial, tax, accounting, investment and other professional advice; and 

      2. the Customer agrees that the Output of the Services should be accepted on a non-reliance basis; and 

   2. historical performance and any identified patterns or features are not guarantees of future results. Quanted makes no representation or warranty regarding the accuracy, completeness, or timeliness of any Output (including any recommendations) or that any Output will lead to improved performance, profits, or any particular outcome.

   9.4 Quanted is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

   9.5 The Agreement shall not prevent Quanted from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.

10. . Proprietary rights 

    10.1 The Customer: 

    1. acknowledges and agrees that Quanted and/or its licensors own all intellectual property rights in the Software, Services, Documentation and Feedback. Except as expressly stated herein, these Terms do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software, Services, Documentation and Feedback;

    2. shall own all right, title and interest in and to all of the Input that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Input;

    3. shall own all right, title and interest in and to all of the Output;

    4. warrants that the receipt and use of Input by Quanted shall not infringe the rights, including any intellectual property rights, of any third party;

    5. hereby grants Quanted a limited, royalty-free, fully-paid up, non-exclusive licence to use the Input as necessary to provide the Services or as otherwise instructed by the Customer or an Authorised User and use the Output as stated in clause 10.2; and

    6. acknowledges that Outputs provided to the Customer may be similar or identical to Outputs independently provided by Quanted to others.

    10.2 Quanted may use Input and Output to train or otherwise improve the Software, but only if such Inputs and Output have been (a) de-identified so that they do not identify the Customer, its users or any other person and (b) aggregated with data across other customers.
    
    

11. . Confidentiality 

    11.1 The provisions of this clause shall not apply to any Confidential Information that:

    1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);

    2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

    3. was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or

    4. the parties agree in writing is not confidential or may be disclosed.

    11.2 Each party shall keep the other party's Confidential Information secret and confidential and shall:

    1. not use such Confidential Information except for the Disclosure Purpose;

    2. not disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 11.

    11.3 A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

    1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

    2. it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this clause as if they were a party to this Agreement,

    and at all times, it is liable for the failure of any Representatives to comply with the obligations set out in this clause 11.3

    11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.

    11.5 A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010 or the Economic Crime and Corporate Transparency Act 2023, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.

    11.6 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this Agreement are granted to the other party, or to be implied from this Agreement.

    11.7 The provisions of this clause 11 shall survive for a period of five years from termination or expiry of this Agreement.

12. . Indemnities

    12.1 The Customer shall defend, indemnify and hold harmless Quanted against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:

    1. the Customer is given prompt notice of any such claim;

    2. Quanted provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

    3. the Customer is given sole authority to defend or settle the claim.

    12.2 Quanted shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services or Documentation (excluding the use of any Input or Output) in accordance with the Agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

    1. Quanted is given prompt notice of any such claim;

    2. the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Quanted in the defence and settlement of such claim, at Quanted's expense; and

    3. Quanted is given sole authority to defend or settle the claim.

    12.3 In the defence or settlement of any claim, Quanted may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

    12.4 In no event shall Quanted, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

    1. a modification of the Services or Documentation by anyone other than Quanted; or

    2. the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Quanted; or

    3. the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Quanted or any appropriate authority; or

    4. the Customer's breach of the Agreement.

    12.5 The foregoing states the Customer's sole and exclusive rights and remedies, and Quanted's (including Quanted's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
    
    

13. . Limitation of liability

    13.1 Except as expressly and specifically provided in the Agreement:

    1. the Customer assumes sole responsibility for results and Output obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Quanted shall have no liability for any damage caused by errors or omissions in any Input, information, instructions or scripts provided to Quanted by the Customer in connection with the Services, or any actions taken by Quanted at the Customer's direction;

    2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and

    3. the Software, Services, Documentation and Output are provided to the Customer on an "as is" basis.

    13.2 Nothing in the Agreement excludes the liability of Quanted:

    1. for death or personal injury caused by Quanted's negligence; or

    2. b. for fraud or fraudulent misrepresentation.

    13.3 Subject to clause 13.1 and clause 13.2:

    1. Quanted shall have no liability for any:

       1. loss of profits,

       2. loss of business,

       3. wasted expenditure,

       4. depletion of goodwill and/or similar losses,

       5. loss or corruption of data or information, or

       6. any special, indirect or consequential loss, costs, damages, charges or expenses; and

    2. Quanted's total aggregate liability to the Customer (including in respect of the indemnity at clause 12.2), in respect of all breaches of duty occurring within any Contract Year shall not exceed one hundred percent (100%) of the total Fees paid in the contract year in which the breaches occurred. If breaches committed in more than one contract year give rise to a single claim or a series of connected claims, Quanted’s total liability for those claims shall not exceed the single highest annual cap for those Contract Years.

    13.4 References to liability in this clause 13 include every kind of liability arising under or in connection with the Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

    13.5 Nothing in the Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of Quanted’s intellectual property rights.
    
    

14. Termination

    14.1 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

    1. the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

    2. the other party commits a material breach of any other term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.

    14.2 On termination of the Agreement for any reason:

    1. all licences granted under the Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;

    2. each party shall return and make no further use of any Confidential Information, equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

    3. Quanted may destroy or otherwise dispose of any of the Customer Data in its possession unless Quanted receives, no later than 7 days after the effective date of the termination of the Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Quanted shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Quanted in returning or disposing of Customer Data; and

    4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

PART C: Other important terms

15. Other terms

    15.1 Force majeure. Neither party shall be in breach of the Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 3 months, the party not affected may terminate the Agreement by giving 5 days' written notice to the affected party.

    15.2 Variation. 

    1. Quanted may change these Terms (including any policies referred to in them) at any time. Quanted will seek to provide the Customer with reasonable notice of changes unless Quanted needs to make a change with immediate effect.

    2. The Customer’s continued use of the Software after having been notified of changes to the Terms will be deemed the Customer’s agreement to those changes and they will take effect immediately.

    3. Subject to 16.3(a), no variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

    15.3 Conflict. If there is an inconsistency between any of the provisions in the main body of these Terms and the Order Confirmation (for Institutional Customers) or Pricing Page (for Non-Institutional Customers), the provisions in the Order Confirmation or Pricing Page (as applicable) prevail.

    15.4 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. 

    15.5 Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement. 

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

    15.7 Dealings. The Customer shall not, without the prior written consent of Quanted, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement.

    15.8 Third party rights. Unless it expressly states otherwise the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

    15.9 Notices. 

    1. All notices in relation to this Agreement must be in writing. When given by: 

       1. the Customer to Quanted they must go to this email address: legal@quanted.com; or

       2. Quanted to the Customer, they may be sent to the email address associated with the Customer's account, 

       or to such other email address as either party may notify to the other from time to time. 

    2. Any notice shall be deemed to have been received upon transmission, or, if this time falls outside business hours, when business hours resume.

    15.10 Governing law. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

    15.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

16. . Definitions and interpretation  

    16.1 The definitions and rules of interpretation in this clause apply in the Agreement.

    Authorised Credit Limit: the maximum number of Credits permitted to be submitted to the Software under the Subscription, as set out:

    1. Non-Institutional Customers: as part of the Subscription plan the Customer selects during the checkout process, as set out in the checkout or on the Pricing Page (as of the Effective Date); or

    2. Institutional Customers: in the Order Confirmation,

    which may be increased from time to time by the Customer in accordance with clause 3.

    Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and Software as set out in the Order Confirmation or Pricing Page.

    Authorised User Limit: for an Institutional Customer, the maximum number of Authorised Users the Customer is permitted to grant access to the Software under the Subscription, as set out in the Order Form (when specified).

    Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

    Confidential Information: all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives after the date of this agreement in connection with the provision of the Services, including but not limited to, any information that would be regarded as confidential by a reasonable business person relating to:

    1. the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and

    2. the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs).

    Contract Year: a contract year means a 12 month period commencing on the Effective Date or any anniversary of it.

    Credit: a credit permitting the Customer to enable, access, utilise or otherwise enjoy the benefit of a certain feature of the Software (which may include submitting Input) as further described:

    1. Non-Institutional Customers: as part of the Subscription plan the Customer selects during the checkout process, as set out in the checkout or on the Pricing Page; or

    2. Institutional Customers: in the Order Confirmation.

    Customer: the company that has clicked ‘agree’ (or similar) to these Terms, signed an Order Confirmation or accessed the Services.

    Customer Data: the data inputted by the Customer, Authorised Users, or Quanted on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.

    Data Vendor: any third-party vendor, data provider, or service provider identified by the Services as a potential source of datasets, data feeds, or related materials.

    Data Processing Agreement: Quanted’s SaaS Data Processing Agreement posted at https://www.quanted.com/legal/dpa (or such other URL as notified to the Customer) as amended from time to time.

    Disclosure Purpose: exercising or performing either party’s rights and obligations under or in connection with this Agreement. 

    Documentation: the document made available to the Customer by Quanted from time to time which sets out a description of the Services and the user instructions for the Services.

    Effective Date: either:

    1. Non-Institutional Customers: the date the Customer (or its authorised representative) agrees to these Terms; or

    2. Institutional Customers: the effective date set out in the Order Confirmation.

    Feedback: any feedback or suggestions provided by the Customer during the Term in relation to the Software and/or Services.

    Fees: the fees payable by the Customer to Quanted, either: 

    1. Non-Institutional Customers: for the Subscription plan the Customer selects during the checkout process, as set out in the checkout or on the Pricing Page (as of the Effective Date); or

    2. Institutional Customers: as set out in the Order Confirmation.

    Free Trial: 

    1. Non-Institutional Customers: until the Customer “upgrades to Pro” in the Software and pays the initial Fees; or

    2. Institutional Customers: as set out in the Order Confirmation.

    Initial Term: the initial term of the Agreement, either:

    1. Non-Institutional Customers: as part of the Subscription plan the Customer selects during the checkout process, as set out in the checkout or on the Pricing Page (as of the Effective Date); or

    2. Institutional Customers: as set out in the Order Confirmation.

    Input: any information, data, materials, text, prompts, images, or other content (including in the form of prompts or “queries”) submitted to the Software by the Customer and Input shall include Customer Data. 

    Institutional Customer: a Customer that has signed an Order Confirmation.

    Non-Institutional Customer: a Customer that has accepted these Terms online at quanted.com.  

    Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.

    Order Confirmation: the document or electronic form provided by Quanted and signed by the Customer that sets out the Fees, the Term, the Authorised User Limit, the Authorised Credit Limit and any additional services or charges.

    Output: means information, data, materials, text, images, code, works, expressions, including recommendations, data lists, performance comparisons, feature analyses or any other content generated or otherwise output from the Software exclusively in response to Customer Input.

    Pricing Page: Quanted’s pricing page at [Insert URL] that sets out the Fees, the Term, the Authorised Credit Limit, and any additional services or charges. 

    Renewal Term: the period after the Initial Term, either:

    1. Non-Institutional Customers: as stated as part of the Subscription plan the Customer selects during the checkout process, as set out in the checkout or on the Pricing Page (as of the Effective Date); or

    2. Institutional Customers: as set out in the Order Confirmation.

    Representatives means, in relation to a party, its employees, officers, representatives, contractors, subcontractors and advisers.

    Services: the subscription services provided by Quanted to the Customer under this Agreement via query.quanted.com or any other website notified to the Customer by Quanted from time to time, as more particularly described in the Documentation.

    Software: the online software applications provided by Quanted as part of the Services that assists the Customer in identifying potentially relevant datasets and Data Vendors that may enhance its predictive financial models. 

    Subscription: the subscription purchased by the Customer which entitles Authorised Users to access and use the Services in accordance with the Agreement as further set out in the Order Confirmation or on the Pricing Page (as of the Effective Date). 

    Term: the period of the Free Trial followed by the Initial Term and any applicable Renewal Terms.

    Updates: corrections of errors, bug fixes, or performance improvements to the Software. 

    Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

    Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

    16.2 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

    16.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

    16.4 A reference to writing or written excludes fax but not email.