1. Terms and Conditions
These terms and conditions ("Terms and Conditions") govern the use of the website http://www.preqin.com (the "Website") and the Service (as defined below) by any natural person receiving and/or using the Data (as defined below) provided by Preqin (the "User") and the company or other organisation with or for whom the User works (the "Client Organisation") (hereinafter together termed "The Client").
The Website and the Service are provided by Preqin Ltd, a company registered in England with registered number 04456744, and whose registered office is at 3rd Floor, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ (“Preqin”).
Use of the Website (including, for the avoidance of doubt, access to freely accessible Data (as defined below)), receipt of the API (as defined below) or receipt of the Data Feed (as defined below), in each case, constitutes The Client's acceptance of, and agreement to be bound by, these Terms and Conditions. Any Client who does not agree to these Terms and Conditions must immediately cease using the Website, the API and/or the Data Feed.
Preqin reserves the right to amend these Terms and Conditions from time to time by posting changes on the Website or, in respect of a Client who accesses the Data solely through the API and/or the Data Feed, by notifying The Client via email at the email address provided in the order form or otherwise notified to Preqin. The Client acknowledges that its continued use of the Website, the API and/or the Data Feed signifies acceptance of any such revised Terms and Conditions.
3. Registration, usernames and passwords
Where usernames and passwords are provided to a User by Preqin, the User will comply with the requirements of this Clause 3.
Usernames and passwords are personal to each User, and multiple Users within a single Client Organisation will each require an individual username and password. The User undertakes not to disclose or offer to disclose the User’s username or password to any other person (either body corporate or natural), including (for the avoidance of doubt) to any other person within the same Client Organisation, and acknowledges that any breach of security resulting in the use or attempted use of his/her username and/or password by any other person constitutes a material breach by the User of the terms of the Agreement.
The Client acknowledges that The Client will be liable for, and Preqin is entitled to proportionate compensation from The Client in respect of, any such disclosure or breach of security. Such compensation shall, subject to any further awards of damages by a court of competent jurisdiction, equal the subscription fee that would, all other factors being equal, apply to the use of the Service by such other person or persons.
In the event of loss or theft of a username or password, or in the event that The Client suspects that a User’s username or password has been disclosed to any person other than the User, The Client shall notify Preqin immediately in writing, and the relevant User shall immediately change his/her password and take all reasonable steps to preserve the secrecy of his/her new password.
For the avoidance of doubt, this Clause 3 applies whether the usernames and passwords are in respect of the Website or the API, or are otherwise in connection with the Service.
4. The Agreement
These Terms and Conditions and any order form completed by The Client and received and accepted by Preqin constitute the “Agreement”, save that the terms and conditions that relate to the Service shall only be applicable to Clients and Users who are receiving the Service.
Preqin hereby agrees to furnish to The Client and The Client hereby agrees to use the service specified in any order form completed by The Client which is received and accepted by Preqin (the "Service") only in accordance with the Agreement. For the avoidance of doubt, reference to “Service” throughout these terms and conditions means any such service, regardless of the delivery mechanism employed to deliver such service. The delivery mechanisms that may be employed are delivery:
- via the Website;
- via an Application Program Interface (the “API”);
- via a data feed (whether via FTP, SFTP or otherwise) (the “Data Feed”); and
- via a Preqin Authorised Redistributor,
in each case, as specified in the order form. The Website, the API, the Data Feed and the Preqin Authorised Redistributor each being a “Source”.
The Service includes, without limitation, any data or information contained in the Service, the Website or the Sources, or otherwise and howsoever provided by Preqin to The Client (any and all of such data or information individually and collectively and any part of it (including freely accessible data available on the Website) being called the "Data").
The Client is solely responsible for obtaining, installing, maintaining and utilising at its own expense, compatible computer equipment and communications devices required to utilise the Service through the selected Source.
5. No offer or advice
The Website and the Service are provided for information purposes only and do not constitute and should not be construed as a solicitation or offer, or recommendation to acquire or dispose of any investment or to engage in any other transaction whatsoever.
Nothing in the Website or the Service constitutes, and nor should it be construed as, investment, legal, tax or other advice of any nature whatsoever and it should not be relied on in making an investment or other decision. The Client should obtain relevant and specific independent professional advice before making any investment or other decision.
The Client hereby agrees that it will not hold Preqin responsible in law or equity for any decisions of whatsoever nature The Client makes or refrains from making following its use of the Website or the Service.
6. No reliance
Preqin makes no representation or warranty that the information or opinions contained in the Website or the Service are accurate, reliable, up-to-date or complete. Neither Preqin nor any third party providing the Data through the Service can guarantee the accuracy of the underlying data or any projections based thereon.
The information and opinions contained in the Website and the Service are provided by Preqin for The Client's own internal business use and informational purposes only and are subject to change without notice.
Preqin hereby grants The Client a limited, non-exclusive, non-transferable licence, without the right to sub-license, to access and utilise the Service and the Data solely for its information in connection with its own internal business purposes, in accordance with the terms and conditions of the Agreement.
Prohibitions on use
All rights not specifically granted to The Client are hereby retained by Preqin. For the avoidance of doubt, this Clause 7 shall apply to all Data, including any Data downloaded by a User as part of the delivery of the Service.
The Client may not and hereby agrees that it will not without Preqin’s prior written consent: (i) use the Service or the Data in any manner or for any purpose other than those expressly specified in the Agreement; (ii) alter, reverse engineer, decompose, disassemble or otherwise seek to duplicate the performance characteristics of the Service or the Data (or attempt to do any of the foregoing); (iii) rent, lease, lend, sell, sublicense, trade, assign, give or permit access to, disclose, transmit, use on behalf of, furnish, copy, modify or distribute the Service or the Data or any part of the Service or the Data (or offer to do any of the foregoing), to any third party not expressly permitted in the Agreement, including but not limited to, any affiliate or any other department of The Client; (iv) remove or obscure Preqin's proprietary right notices.
The Client undertakes not to copy, modify, duplicate, distribute (in hard copy, electronic media, machine readable or any other form) the Service or any Data in whole or in part, nor commercially to exploit or re-sell the same, and that it will not disclose or offer to disclose any Data received by it through its use of the Service to any third party nor to any person within The Client Organisation who is not a Specified User (as defined below), other than as expressly permitted herein.
The Client may include limited excerpts of the Data in reports and presentations that are prepared for The Client's own internal information purposes (which, for the avoidance of doubt, shall not include any right to publish any Data in speech or in writing or by any electronic media or otherwise, to any third party). In addition, The Client may use limited excerpts of the Data in presentations or documents disclosed to third parties, provided that in all such instances, The Client must cite Preqin as the source of the Data in the following format: “Source: Preqin Ltd”. In each case, the excerpt must be limited in qualitative and quantitative terms, and there must be no regular disclosure or distribution of such excerpts.
For the avoidance of doubt, if the volume of Data or the frequency with which The Client wishes to disclose or distribute Data to third parties is such that this could reasonably be considered to be a practical alternative for such third parties to having to subscribe to any Preqin service themselves, then this would be considered to exceed what would constitute a "limited excerpt". In cases of ambiguity or doubt, The Client shall seek Preqin’s advice and approval prior to disclosing the Data. Preqin agrees to respond promptly to such requests, but the decision as to whether to permit distribution of such limited excerpts shall be in Preqin’s absolute discretion.
For the avoidance of doubt, The Client may not:
- use the Service or any of the Data in the creation, structuring or provision of any financial instrument or investment product (each, a “Financial Product”);
- present such Service or Data to The Client’s customers, potential investors or investors as part of any Financial Product; or
- use such Service or Data directly in calculations required for the creation, structuring or provision of any Financial Product,
except with the prior written agreement of Preqin, and subject to separate agreement on the Fees to be paid and on the terms and conditions of such use.
8. Data downloads
The Service may include a facility enabling The Client to download certain Data from the Website (including, without limitation, listings of names and/or email addresses of representatives of private equity firms, investors or other third parties). The Data derived from such downloads is for use exclusively by The Client in accordance with the licence granted under Clause 7, and The Client may not disclose, transmit or pass such Data to any third party (or offer to do any of the foregoing) without the prior written approval of Preqin, other than as expressly permitted under this Agreement.
The Client may use contact information provided as part of the Data (either downloaded or off the Preqin platform directly) if The Client has specifically identified the individual subject as being relevant to the services offered by or the interests of The Client. Identification may be based on parameters specific to the entity that employs the individual subject, including but not limited to, the prior knowledge of the entity, type of entity, industry and geography preferences, investment type, investment criteria and other searchable parameters on the Preqin platform. For the purpose of this Clause 8, The Client is responsible for compliance, and shall act in accordance, with all applicable laws, including the Data Protection Legislation (as defined in the Schedule). Preqin shall not be held accountable for any breach of the applicable laws by The Client. Preqin does not warrant to have collected consents on behalf of The Client.
The Agreement governs the provision and use of the Service. The Service will be furnished to The Client in consideration for the mutual covenants and obligations contained in the Agreement and the subscription fees and other fees (if any) as specified in the order form completed by The Client which is received and accepted by Preqin (recognising that Preqin may supply part of the service to a Client where the subscription fee may be zero) (the "Fees").
Preqin shall invoice, and The Client shall pay Preqin during the term of the Agreement, all Fees. The Client shall pay the Fees to Preqin within thirty (30) days of the date of invoice. The Client shall pay applicable value added tax and any applicable sales taxes (excluding taxes imposed on Preqin's net income) that are imposed as a result of the transactions covered by the Agreement.
The Client shall pay to Preqin accrued interest at a rate equal to the lesser of: (a) 4% per annum above the Bank of England’s Official Bank Rate from time to time; and (b) the greatest amount permitted by applicable law, upon any amounts not paid when due, for the period from and including the due date up to the date of actual payment (after as well as before judgment).
The right to receive interest under this Clause in respect of any unpaid sum is not exclusive of any rights, powers and remedies provided by law in respect of the failure to pay the relevant sum on the due date or at all.
Preqin reserves the right to discontinue providing the Service in the event that The Client defaults in payment of any invoice, and such discontinuance does not constitute waiver and shall not excuse The Client from payment of any Fees due under the Agreement.
10. Provision of Information
The Client acknowledges and accepts that in order to ensure the proper use of the Service, it must provide certain information to Preqin in respect of the intended use and recipients of the Service and Source(s).
In particular, the information that will be provided by The Client as part of the order form shall include:
- in the case of delivery via the Website, the identified Users who will use the Service or otherwise have access to the Data;
- in the case of delivery via an API, the application that the API will be integrated with (and whether such application is a proprietary system or a third party system for the Client) and the identified Users who will use the Service or otherwise have access to the Data; and
- in the case of delivery via a Data Feed, the application(s) in which the Data will be used and a maximum headcount for the number of Users who will use the Service or otherwise have access to the Data,
in each case, the Users (or the number of Users) specified in the order form shall constitute the “Specified Users”.
To the extent a Client employs a data warehouse system such that Data is stored in a central repository before being disseminated to a wider audience, The Client agrees to inform Preqin of its use of such a data warehouse.
In addition, at any time during the term of the Agreement, The Client shall promptly provide Preqin with any information it reasonably requests relating to The Client’s receipt of the Service.
11. Service Audit
Preqin reserves the right to carry out audits to assess The Client’s use of the Service and the Data (a “Service Audit”). The purpose of a Service Audit is to ensure that a Client’s usage is within the specified parameters set out in the relevant order form and otherwise in compliance with the terms of this Agreement. To facilitate a Service Audit, The Client agrees to provide (or procure the provision of) any information requested by Preqin, to submit declarations to Preqin regarding its use of the Service and the Data and to allow Preqin physical access to its premises.
Following such Service Audit, if it transpires that The Client’s use of the Service (including its access and use of Data) is not within the parameters specified in the order form or otherwise constitutes a breach of this Agreement (including, for example, use of the Service by Users other than Specified Users), in addition to all other remedies available under this Agreement or at law, Preqin reserves the right to adjust the Fees to reflect The Client’s use of the Service and charge such amounts retrospectively to cover the period of non-compliance.
Preqin shall bear the cost of any Service Audit, save that The Client shall reimburse Preqin for all such costs where the Service Audit reveals that The Client’s usage is not within the specified parameters set out in the order form or otherwise constitutes a breach of this Agreement.
12. Web crawlers
The User agrees not to access, or attempt to access, monitor or copy any of the Website or the Service or the Data through any automated software or other automated means (including, but not limited to, the use of agents, robots, spiders, scripts or web crawlers).
13. Disclaimers – US users of Secondary Market Monitor and Preqin Investor Network
Certain of the Data provided by Preqin as part of the Service (including but not limited to Data provided via the Preqin Investor Network and the Secondary Market Monitor) are not available to the public and relate to investment vehicles including unregulated collective investment schemes. The communication or distribution of such information to persons in the US may be restricted by applicable US laws. Accordingly, and without prejudice to Clause 5 of these Terms and Conditions, in relation to users in the US, the Service and the Data provided by Preqin are directed at and should only be accessed and relied upon by persons who are “qualified purchasers” as defined in section 2(a)(51)(A) of the US Investment Company Act of 1940 as amended. The Service is not directed at and should not be accessed or relied upon by any other category of person and the reproduction, transfer or other re-communication of Data provided by Preqin to persons in the US other than “qualified purchasers” is not permitted.
14. Disclaimers – UK users of Secondary Market Monitor and Preqin Investor Network
Certain of the Data provided by Preqin as part of the Service (including but not limited to Data provided via the Preqin Investor Network and the Secondary Market Monitor) are not available to the public and relate to investment vehicles including unregulated collective investment schemes. The distribution of such information in or from the UK may be restricted or prohibited by the UK financial promotion regime prescribed pursuant to sections 21 and 238 of The Financial Services and Markets Act 2000 (“FSMA”).
Accordingly, and without prejudice to Clause 5 of these Terms and Conditions, the Service and the Data provided by Preqin are directed at and should only be accessed and relied upon by persons who fall within any of the following categories prescribed in The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”): (a) persons who access the Service from outside the UK, but only if the communication and receipt of the Data is lawful in that jurisdiction (and, in relation to persons in the US, without prejudice to Clause 12); (b) investment professionals within the meaning of Article 19(5) of the Order (which includes persons authorised under FSMA; persons exempted from the requirement to be so authorised; persons whose ordinary activities involve making investments in such investment vehicles for business purposes; and governments, local authorities and certain international organisations); (c) high net worth organisations as specified by Article 49 of the Order (which includes a company, or the subsidiary of a company, which has net assets or called-up share capital of at least £5 million (or £500,000, if the company or its parent, as applicable, has 20 or more members); unincorporated associations or partnerships having net assets of not less than £5 million; and trustees of trusts with net assets exceeding £10 million in value at any time in the preceding 12 months) (together “relevant persons”).
The Service is not directed at and should not be accessed or relied upon by any other category of person and the reproduction, transfer or other re-communication of Data provided by Preqin to persons other than relevant persons is not permitted
15. Linked sites
The Website and the Data may contain links to external websites. Preqin has not reviewed any of the linked external websites and does not endorse or accept any responsibility for the content of such websites, nor the products or services or other items described on or offered by such websites, nor the data protection practices or policies of such websites. Preqin is not liable for any loss or damage which may be incurred by The Client as a result of or in connection with any access to, or use of, such external websites.
16. Intellectual property
The Client acknowledges that the Website, the Service and the Data and any related confidential information and documentation, together with all intellectual property rights embodied therein: (i) are and shall remain the property of Preqin; (ii) are protected under the patent, trademark, copyright, trade secret, confidential information and other intellectual property laws of the United Kingdom and other jurisdictions; and (iii) were created, compiled, prepared, selected and arranged by Preqin or its suppliers (as applicable) through the expenditure of substantial time, effort and resources and constitute valuable intellectual property of Preqin or its suppliers (as applicable).
In all cases, any printout of any Data by The Client or its agents as permitted in the Agreement will include Preqin's copyright notice. In the event of a suspected breach of this Clause or any other restriction on distribution or copying of the Data contained in the Agreement, or in the event The Client becomes aware of a threat to any copyright owned by Preqin, The Client shall cooperate with Preqin to protect Preqin copyright, including by assisting in identifying to whom copies of such Data have been supplied.
The names, images and logos identifying Preqin and its products and services (including the Service and the Data) are proprietary marks of Preqin or its suppliers.
Nothing in the Agreement shall be construed as conferring expressly or by implication or estoppel or otherwise any licence or right under any trade mark or patent of Preqin or its suppliers.
The Client acknowledges and agrees that the Data and the Service supplied by Preqin constitute confidential information. The Client agrees not to disclose any such confidential information to any person, and not to use any such confidential information for any purpose other than the purposes permitted in the Agreement.
The parties to the Agreement shall treat as confidential, and shall not disclose to any third party, the terms of the Agreement, including but not limited to: (i) the Service; (ii) the Fees; and (iii) any username or password issued to each User under the Agreement.
Notwithstanding the two paragraphs above, either party may disclose any confidential information to the extent: (i) such disclosure is required by applicable law or regulation; (ii) the information has come into the public domain through no fault of the party intending to make the disclosure; or (iii) the information was independently developed by such party without reference to the Data or the Service, as demonstrated by contemporaneous written evidence.
18. Change in the Service
The Fees under the Agreement relate only to the Service described in the relevant order form completed by The Client and received and accepted by Preqin.
Preqin may change, add to, enhance, or discontinue from time to time during the currency of the Agreement, any component of the Service (including the relevant Source) or any means of conversion or communication forming part of, or used in the provision of, the Service.
To the extent Preqin discontinues any component of the Service (including the relevant Source), The Client's access to and rights to use such discontinued element of the Service shall terminate. If any such actual or proposed change to the Service results in a material diminution in the utility of the Service in the reasonable opinion of The Client, then The Client may notify Preqin of this, and will be entitled to either terminate the subscription and to receive a pro rata refund of the Fees, or to maintain access to the Service, but at a reduced Fee to be negotiated.
Preqin may elect to offer and The Client may license and use new services, including but not limited to additional databases or additional Data, in consideration for additional Fees to be mutually agreed upon by the parties to the Agreement. These Terms and Conditions shall apply to any additional service reflected in an amended order form or side letter forming part of the Agreement, which service shall be deemed to constitute a Service for the purposes of the Agreement.
19. Limitations of liability
Preqin (and, where relevant, its suppliers) provides to The Client the Website, the Service (including, for the avoidance of doubt, the relevant Source) and the Data under the Agreement on an "as is" basis and without warranty of any kind. The Client assumes all responsibility for all acts and omissions (including all access, use and disclosure of Data) of Users whose access to the Service and the Data is derived (directly or indirectly) from The Client’s receipt of the Service and the Data.
The Client hereby waives all other warranties either express or implied, including but not limited to any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, compatibility, security or accuracy, non-infringement or otherwise, including time of performance.
Neither Preqin nor its suppliers warrant that the provision of the Website, the Service or the Data will be uninterrupted or error free or virus free, nor do they make any warranties (express or implied) as to any results or use of the same. Preqin shall not be liable for the acts or omissions of any Preqin Authorised Redistributor.
The Client expressly agrees that it uses the Website, the Service and the Data at its own sole risk. Accordingly, neither Preqin nor any of its agents nor its suppliers will in any way be liable to The Client or any other entity for any inaccuracies, errors, interruptions, defects, omissions, delays, damages, claims, liabilities or losses, regardless of cause, in or arising directly or indirectly from the use of the Website, the Service or the Data, or for any damage or delays to The Client's hardware, software or data caused by or incidental to the use of the Website, the Service or the Data.
While Preqin uses reasonable efforts to prepare and provide the Service to The Client, neither Preqin nor its agents shall be liable for any failure or inability to provide the Service due to any event, condition or circumstances beyond Preqin's reasonable control.
Neither Preqin nor its suppliers shall be liable for any special, consequential, exemplary or punitive damages, including, but not limited to, lost profits, whether or not it or they are aware of the possibility thereof.
Notwithstanding the foregoing, if Preqin or any of its agents is deemed liable to The Client for any reason (whether arising in contract, tort, strict liability or otherwise), Preqin's total liability including that of any of its agents hereunder shall be limited to the lesser of: (a) five hundred Pounds Sterling (£500) or the equivalent in US Dollars; and (b) an amount equal to the annual subscription payable by The Client for the use of the Service.
The Client further agrees that no action, regardless of form, arising from or pertaining to the Website, the Service or the Data may be brought by The Client more than one (1) year after the event giving rise to such action has occurred.
20. Data protection
Please refer to the Data Protection Schedule and Appendix for the revised terms that reflect changes in data protection regulation.
In circumstances where The Client is based outside the EEA in a country that does not have an adequacy decision in place, The Client shall agree to the Model Clauses (without edits). A list of countries with an adequacy decision in place can be found here: https://ec.europa.eu/info/law/law-topic/data-protection/data-transfers-outside-eu/adequacy-protection-personal-data-non-eu-countries_en
The Model Clauses which have to be accepted in their current form can be found here: https://ec.europa.eu/info/law/law-topic/data-protection/data-transfers-outside-eu/model-contracts-transfer-personal-data-third-countries_en
Preqin shall, and shall procure that any supplier or any other person who performs or has performed services pursuant to the Agreement for or on behalf of Preqin shall: (i) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; and (ii) not offer, or give, or agree to give, any person any gift or consideration of any kind as an inducement or reward for doing, or forbearing to do, or having done, or forbearing to have done, any act in relation to the obtaining or performance of the Agreement or for showing, or forbearing to show, favour or disfavour to any person in relation to the Agreement.
In the event of any breach of this condition or the commission of any offence by Preqin under the Bribery Act 2010 in relation to the Agreement, The Client may terminate this Agreement immediately by notice in writing to Preqin.
22. Term and termination
The Service will be provided for a period of twelve calendar months, unless agreed otherwise in writing by The Client and Preqin. Upon completion of the initial and subsequent twelve month subscription periods, the subscription will be renewed for a further period of twelve months for the existing Fees ("autorenewal"), unless: (i) the Agreement is terminated thirty (30) days prior to the renewal date by Preqin or by The Client; (ii) Preqin decides, in its sole discretion, not to offer The Client autorenewal and notifies The Client of such decision in accordance with this Clause 21; or (iii) Preqin offers to renew the subscription at revised Fees.
- where Preqin offers to renew the subscription at revised Fees, provide to The Client a renewal invoice, or schedule, setting out the revised Fees not less than sixty (60) days prior to the expiry of the then-current twelve month term, in which case the autorenewal will take effect from the date of expiry of the then-current twelve month term; or
- where Preqin is not prepared to offer The Client autorenewal, provide to The Client written notice of Preqin’s decision not to offer The Client autorenewal not less than sixty (60) days prior to the expiry of the then-current twelve month term, in which case this Agreement shall expire on the expiry of the then-current twelve month term.
For the avoidance of doubt, if Preqin fails to give The Client sixty (60) days’ notice of the proposed revised Fees, the existing Fees will prevail at the autorenewal.
If The Client does not wish to benefit from autorenewal, then The Client must give Preqin written notice of this decision to opt out of autorenewal at least thirty (30) days prior to the expiry of the then-current twelve month term.
In the event The Client is merged with or acquired by a third party, or acquires a third party during the term of the Agreement, Preqin reserves the right, in Preqin’s sole discretion, to re-negotiate or terminate the Agreement with immediate effect.
Either party to the Agreement may terminate the Agreement and all rights hereunder at any time with immediate effect in the event the other party materially breaches or violates any term or provision of the Agreement or threatens to do so, including but not limited to, The Client's failure to pay any undisputed invoice, and (in the case of remediable material breaches only) fails to remedy such breach within thirty (30) days after receipt by the breaching party of notice from the non-breaching party specifying the breach and requiring such remedy.
All remedies under the Agreement are cumulative and Preqin reserves all rights and remedies provided at law and in equity.
Upon termination of the Agreement for any reason, The Client shall: (i) within a reasonable period of time, but in any event no later than thirty (30) days after termination, pay Preqin any outstanding Fees; (ii) immediately cease using the Service (whether in whole or in part) and delete or destroy all physical or electronic copies of any Data or other materials downloaded from the Website or otherwise provided to The Client as part of or in connection with the Service (except where, and for so long as, retention of such Data is required for legal or regulatory purposes); and (iii) certify to Preqin in writing that The Client has complied with the immediately preceding sub-Clauses (i) and (ii). The Client agrees that it will not retain the Service or any component thereof after termination of the Agreement for any reason.
The Client accepts that termination of the Agreement shall not for any reason, unless otherwise specified herein, entitle The Client to any refund (in whole or in part) of any applicable Fees.
23. Equitable relief
The Client acknowledges and agrees that, in the event of The Client's breach of any of the provisions herein, Preqin will suffer irreparable harm. The Client acknowledges that, monetary damages in law being insufficient and inappropriate remedy, Preqin shall be entitled to seek injunctive or other appropriate equitable relief in respect of a breach or threatened breach.
The Client may not assign or otherwise transfer the Agreement, nor any rights, duties or obligations under the Agreement to any other party, in whole or in part, including (but not limited to) other departments of The Client or The Client's affiliates, without the prior written consent of Preqin.
25. Governing law
The Agreement shall be governed by and construed under the laws of England and Wales. Each party irrevocably agrees and submits to the exclusive jurisdiction of the English courts to settle any dispute, whether contractual or non-contractual, arising out of or in connection with the Agreement.
The European Commission has established an online dispute resolution platform to facilitate communication between the parties involved in a dispute arising from an online transaction. The platform is available at http://ec.europa.eu/odr
Any notice or communication given under the Agreement shall be in writing and shall be delivered by hand, registered post, e-mail or facsimile to the relevant party's address, email address or facsimile number set out in the order form in respect of the relevant Service, marked for the attention of the person specified in such order form.
Any notice given under the Agreement shall, in the absence of earlier receipt, be deemed to have been duly given as follows: (i) if delivered by hand, on delivery; (ii) if sent by first class inland post, two clear business days after the date of posting; (iii) if sent by airmail, six clear business days after the date of posting; and (iv) if sent by facsimile or e-mail, at the expiration of 48 hours after the time it was sent.
The Agreement is the entire agreement between Preqin and The Client with respect to the Service and The Client's use of the Sources and of the Data. The Agreement may not be modified or amended except by an instrument in writing executed by both parties hereto, with the sole exception that Preqin may amend the Terms and Conditions from time to time in accordance with Clause 2 above by posting such amendments on the Website or, in respect of a Client who accesses the Service solely through the API and/or the Data Feed, by notifying The Client via email at the email address provided in the order form or otherwise notified to Preqin.
Headings or captions contained in the Agreement are inserted only as a matter of convenience and for reference and do not affect construction.
Each provision of the Agreement is severable from the others and if at any time any provision is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that shall not affect or impair the validity, legality and enforceability of the remaining provisions of the Agreement (in that jurisdiction or any other jurisdiction), or the validity, legality and enforceability of the relevant provision in any other jurisdiction.
31. No Partnership
Nothing in this agreement and no action taken by the parties under this agreement shall constitute a partnership, joint venture or agency relationship between any of the parties.
32. Remedies and waivers
No delay or omission by any party to the Agreement in exercising any right, power or remedy provided by law or under the Agreement shall: (i) affect that right, power or remedy; (ii) operate as a waiver of it; or (iii) operate as an affirmation of this Agreement. The single or partial exercise of any right, power or remedy provided by law or under the Agreement shall not, unless otherwise expressly stated, preclude any other or further exercise of it or the exercise of any other right, power or remedy.
33. Contracts (Rights of Third Parties) Act 1999
The parties to the Agreement do not intend that any term of the Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to the Agreement.
Data Protection Schedule
Data Protection Legislation: (i) unless and until it is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national laws, regulations and secondary legislation, implementing or supplementing the GDPR, as amended or updated from time to time and (ii) any successor legislation to the GDPR.
The terms “Data Controller”, “Data Processor”, “Data Subject”, and “Personal Data” when used in this Schedule have the meanings given in the Data Protection Legislation. References to “Personal Data” in this Schedule are to “Personal Data” of Preqin (or its clients).
1. DATA PROTECTION
1.1 Both parties, Preqin and The Client, will comply with all applicable requirements of the Data Protection Legislation. This paragraph 1 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
1.2 The parties acknowledge that for the purposes of the Data Protection Legislation, Preqin and The Client are Data Controllers in Common.
1.3 Each party agrees:
- to act in accordance with the Data Protection Legislation in relation to the Personal Data processed under these Terms and Conditions; and
- to ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the Personal Data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
1.4 Without prejudice to paragraph 1.2, The Client shall, in relation to any Personal Data it processes in connection with Preqin’s services under these Terms and Conditions:
- ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
- in accordance with the Data Protection Legislation, have sufficient protections in place when transferring any Personal Data outside of the European Economic Area.
1.5 The Client agrees to indemnify and keep indemnified and defend at its own expense Preqin against all costs, claims, damages or expenses incurred by Preqin or for which Preqin may become liable due to any failure by The Client to comply with any of its obligations under this Schedule and clauses 8 and 19 in the Terms and Conditions.
Version dated: 3rd May 2018
© 2018 Preqin Ltd.
Incorporated in England and Wales no. 04456744