Subscription Terms and Conditions
Speedwell Weather Derivatives Limited trading as weatherXchange
Terms and conditions for the provision of data and forecast products
By signing our Contract Agreement you will be deemed to have accepted these Conditions.
1. DEFINITIONS USED
In these Conditions:
1.1 "Conditions" means these terms and conditions;
1.2 "Contract" means the contract signed by ourselves and yourselves in relation to
the provision of the Service to you;
1.3 "Data" means the meteorological data provided by ourselves under the terms
of the Contract;
1.4 "Fee" means the fee set out in the Contract for the provision of the service;
1.5 "Purpose" means the purpose set out in the Contract;
1.6 "Service" means our service of providing you with the Data for the Purpose;
1.7 "we","us" our"''ourselves'' means Speedwell Weather Derivatives Limited, trading as weatherXchange,
19 St Mary At Hill, London, EC3R 8EE;
1.8 "you", "your", ''yourselves'' means the person, firm or corporation instructing us to
provide the Service by confirming your acceptance of these Conditions.
2. THE SERVICE
2.1 Use of Service
In consideration of you paying us the Fee, we will grant you a non-exclusive non-
transferable permit for you to use the Service to view print and/or use the Data solely for
the Purpose.
3. USE OF DATA & SECURITY
3.1 Purpose
Use of the data is only as set out in the Purpose in the Contract Agreement hereto.
3.2 No resale
You are not permitted to lend, share, resell, sub-license or allow any third party use of the
Data or the rights to the Data whether in whole or in part.
3.3 Permitted Users
Permitted Users of the Service are defined in the Contract Agreement hereto.
4. SUSPENSION OF SERVICE
4.1 Suspension
We reserve the right at any time to suspend provision of the Service for the purposes of
repair, maintenance or support, or in the event of any actual or suspected breach of these
Conditions, or if there is or we believe or suspect there is any fault in the Service or in any
system used by you.
5. CHARGES
5.1 Payment of Fee
You will pay us the Fee inclusive of VAT within 30 days ("Due Date") from the
date of the invoice that we send to you.
5.2 Non-payment
If you fail to pay any amount when it is due then, without prejudice to our other rights and
remedies, we may:
5.2.1 suspend the Service which will result in you being denied access to the Service
until such time as any unpaid amount together with any reasonable costs incurred
by us have been paid in full; and
5.2.2 charge interest on the amount outstanding (as well after as before any judgment),
from the Due Date for payment until you make payment in full at the higher of
the following rates calculated on a daily basis:
(i) 6% per annum above the base rate from time to time of Barclays Bank plc.
(ii) 12% per annum
6. WARRANTIES
6.1 Accuracy of Data
Whilst we will use reasonable skill and care in the production of the Data, the Data is
produced to a high scientific standard and is of a quality appropriate to the inherent inexact
nature of the science of meteorology, and make every effort to ensure that the Data is
accurate, we do not warrant or guarantee the accuracy or completeness of the Data and
cannot accept any liability for any losses incurred by you as a result of your reliance on that
Data.
6.2 Right to Distribute Data and Provide Services
We represent and warrant that we have the right to distribute/license the Data to you and
provide the Service to you as set forth herein and your use of the Data and receipt of the
Service as permitted hereunder will not violate or infringe upon any rights held by third
parties, including but not limited to intellectual property rights held by any individual or
entity.
6.3 Implied warranties
We exclude all other warranties, conditions, terms, undertakings and obligations whether
express or implied by statute or otherwise to the fullest extent permitted by law.
7. LIABILITY
7.1 Death or personal injury
Nothing in these Conditions limits or excludes our liability for the death or injury of any
person caused by our negligence.
7.2 Consequential loss
Subject to Condition 7.1, we will not be liable to you for loss of actual or anticipated profits
or savings, loss of business, loss of opportunity, loss or spoiling of data, loss of contracts, or
for any indirect or consequential loss, whether arising from negligence, or breach of contract,
or in any other way, even if we were advised of, or knew of the likelihood of, that loss or
type of loss arising.
7.3 Limit of liability
Without prejudice to Conditions 7.1 and 7.2, our liability for direct loss whether in contract,
or tort (including negligence) or arising in any other way, will not exceed the Fees you have
paid to us for the relevant Data relating to which such incident or series of incidents arose.
7.4 Apportionment of risks
You acknowledge that the above exclusions and limitations have been drawn to your
attention and are a fair apportionment of risk bearing in mind the amount of the Fee.
7.5 Consumer Rights
If you are a consumer, nothing in these Conditions shall affect your statutory rights.
7.6 Indemnity
You will keep us fully and effectually indemnified against all actions, claims, proceedings,
costs and damages (including any sums paid by you to compromise or settle any claim)
together with all legal costs or expenses arising out of any claim by a third party based on
your use of the Data.
8. PROPRIETARY RIGHTS
8.1 Ownership
Any and all proprietary rights in the Data and the Service remain by us, or by The Met Office
and are subject to copyright protection. You may only use the Data in accordance with Condition 3.
8.2 Retained rights
Nothing in these Conditions transfers to you the copyright or database rights or any other
intellectual property rights in any software, software tools, design concepts, know-how,
techniques or methodologies which we use in providing the Service, the ownership of which
remains absolutely with us.
8.3 Enforcement of rights
You will give us any assistance we may require to enable us to obtain, defend and enforce
the proprietary and intellectual property rights in the Data and the Service.
9. TERMINATION
9.1 Rights to terminate
Despite anything else contained in these Conditions, we may, at our option, suspend or
terminate the Service immediately on giving notice to you if:
9.1.1 you fail to pay any amount due under these Conditions for more than 14 days after
we have given you notice that that it is overdue for payment; or
9.1.2 you commit any other breach of any of these Conditions and in the case of a breach,
which is not persistent, and which is capable of being remedied, have failed, within
30 days after we have requested you in writing, to remedy the breach;
9.1.3 you have a receiver or administrative receiver appointed over you or over any part
of your undertaking or assets, or you pass a resolution for winding-up (except for
the purpose of a bona fide scheme of solvent amalgamation or reconstruction), or if a
court of competent jurisdiction makes an order to that effect, or if you become
subject to an administration order, or if you enter into any voluntary arrangement
with your creditors, or if any similar process to any of the above is begun, or if you
cease or threaten to cease to carry on business.
9.2 Suspension
Any suspension of the Service on our part will not prejudice our right to terminate the
Service later, for the same or a different reason.
9.3 Accrued fees
Should we terminate the Service under Condition 9.2, you will remain liable to pay us any
portion of the Fee which remains unpaid together with any expenses we have incurred or
have agreed to incur in connection with any work done or to be done for you.
9.4 Consequences of termination
The termination or expiry of the Service for any reason:
9.4.1 will not affect any accrued rights or liabilities which either you or we have, nor will
it affect the coming into force or the continuance in force of any of these Conditions
which is expressly, or by implication, intended to come into or to continue in force
on or after termination;
9.4.2 will not entitle you to any refund of the Fee.
10. GENERAL
10.1 Waiver
No failure or delay by us to exercise any right, power or remedy will operate as a waiver of
it nor will any partial exercise preclude any further exercise of the same or some other right,
power or remedy.
10.2 Entire agreement and variation
These Conditions and the Contract supersede all prior agreements, arrangements,
representations and understandings between you and us and constitute the entire agreement
between you and us relating to the Service. Nothing in this Condition or elsewhere in these
Conditions is intended to prevent either you or us taking action in respect of pre-contract
misrepresentations made fraudulently, if any, upon which either you or we relied in
circumstances where it was reasonable to rely. We may vary these Conditions at any time
for whatever reason provided we publish such varied conditions on the Website.
10.3 Assignment
You may not assign, transfer, sub-contract or sub-license your rights or obligations under
these Conditions or sell-on or share any Data, whether in whole or in part, without first
obtaining our written consent.
10.4 Notices
All notices to be given must be in writing and be sent to us at our address at Condition 1.7 or
e-mailed to us at the contact e-mail address from time to time given on our Website, or be
sent to you at your registered office or principal place of business or any contact e-mail
address you give us from time to time.
10.5 Headings
The headings to these Conditions are for ease of reference only, and do not affect the
interpretation or construction of these Conditions.
10.6 Severability
If any (or any part) of these Conditions are, for any reason, held to be unenforceable, illegal
or invalid, that unenforceability, illegality or invalidity will not affect any other conditions
(or parts) which will continue in full force and effect.
10.7 Delays
We exclude all liability for any delay in performing or failure to perform the Service caused
by circumstances beyond our reasonable control and we will be granted a reasonable
extension of time for the recommencing of that Service.
10.8 Rights of third parties
These Conditions expressly exclude any rights granted to any third party under the
Contracts (Rights of Third Parties) Act 1999.
10.9 Law
These Conditions shall be construed and enforced in accordance with the laws of England
and Wales. The English Courts shall have exclusive jurisdiction to deal with any dispute that
arises out of or in connection with these Conditions.
Speedwell Weather Derivatives Limited is authorised and regulated by the Financial Services Authority
Registered Office 19 St Mary At Hill, London EC3R 8EE. Registered in England and Wales number 3790989
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