Terms of Use

(a) These terms and conditions (“Terms and Conditions”) govern the use of the website www.ainengroup.com (“Website”) and the Service (as defined below) by the company referenced in the Order Form (“Customer”). The Customer must ensure that all persons to whom it grants access to and use of the Website and the Service, including Data (as defined below) and Insights+, each a “User”, comply with these Terms and Conditions. The licensed team(s) within the Customer to which Users belong shall be specified in the Order Form. The Customer is responsible for the acts or omissions of any User in breach of these Terms and Conditions.

(b) The Customer does not have a licence to access and use the Service, and Ainen has no obligation to provide any access to the Service, until Ainen has received from the Customer all information requested by Ainen for Ainen to complete the Order Form for signing by both parties. Such information includes details of Users who are given usernames and passwords and details of the teams (including size, name and function), departments and locations from which Users may be selected. These Terms and Conditions apply to the Agreement to the exclusion of all terms and conditions that the Customer may propose at any time.

(c) The Website and Service are provided by AINEN Group Bilişim A.Ş., a company registered in Turkey with registration number 2314227, whose registered office is at Karsiyaka, Tuna mah. 1690 Sk. Saader cebeci is hani No 48, 35540 Izmir (“AINEN Group”).

(a) Use of the Website (for the avoidance of doubt, access to freely accessible Data), receipt of the API or receipt of a Data Feed, in each case means that the Customer accepts these Terms and Conditions and agrees to be bound by them. If the Customer does not accept these Terms and Conditions, the Customer must immediately cease using the Website, API and/or Data Feed.

(b) Ainen reserves the right to amend these Terms and Conditions from time to time, by posting amendments on the Website or, where the Customer only accesses the Data via API and/or Data Feed, by emailing the e-mail address specified in the Order Form, provided that such amendments do not come into effect until the renewal of the Agreement pursuant to clause 23.

(a) Where a username and password are provided to a User by Ainen, the Customer must ensure that each such User complies with the requirements of this clause 3.

(b) Usernames and passwords are personal to each User. The Customer shall ensure that a User does not disclose that username or password to any other person. The Customer acknowledges that the use or attempted use of a User's username and/or password by any other person resulting from a security breach constitutes a material breach of the Agreement. Users may be reassigned from time to time by written request. Persons joining or leaving a licensed team must be promptly notified to Ainen in writing.

(c) The Customer shall ensure that Users do not share Data summaries, profiles or lists obtained from the Service with non-Users on work projects, regardless of reporting lines or collaborations.

(d) The Customer acknowledges that it shall be liable for breach of clause 3(b) and that Ainen shall be entitled to recover the Fees that would have been payable had the Customer procured a licence for such use.

(e) The Customer must immediately inform Ainen in writing in the event of loss or theft of a username or password and must cause the relevant User to change their credentials immediately.

(a) These Terms and Conditions and any order form signed by both parties (an “Order Form”) constitute the “Agreement”. In the event of any inconsistency, the Order Form shall prevail.

(b) Ainen agrees to provide, and the Customer agrees to use, the service specified in the Order Form (the “Service”) in accordance with the Agreement only. The Service may be provided:

(c) The Service includes any data or information provided by Ainen to the Customer. All such data or information constitutes “Data”.

(d) The Customer is exclusively responsible for procuring compatible computer equipment and communication devices necessary to use the Service.

(a) The Website and Service are provided for information purposes only and do not constitute a solicitation or offer by Ainen.

(b) Nothing on the Website or in the Service constitutes investment, legal, tax or other advice. The Customer should obtain relevant independent professional advice before making any decision.

(c) The Customer agrees that it will not hold Ainen responsible for any decisions made as a result of its use of the Website or Service.

(a) Ainen makes no representation that the information contained in the Website or Service is accurate, reliable, up-to-date or complete. Neither Ainen nor any third party providing Data guarantees the accuracy of the Data.

(b) The information and opinions are provided solely for the Customer's own internal business use and are subject to change without notice.

(a) Ainen grants to the Customer a limited, non-exclusive, non-transferable licence, without right of sub-licence, to access and use the Service for lawful purposes only and for the Customer's own internal business purposes only.

(b) Prohibited Uses

(c) Limited Extracts

(d) Financial Products

(e) Insights+

(a) Data obtained from downloads may only be used in accordance with the licence granted under clause 7. The Customer may not disclose such Data to any third party without Ainen's prior written consent.

(b) The Customer may use contact information where it identifies the individual subject specifically in connection with its services or areas of interest. The Customer is responsible for complying with all applicable laws, including Data Protection Legislation. Ainen has not collected consent from the individual subject on behalf of the Customer.

(c) The Customer shall not attempt to circumvent any authorisation or restriction coded into the Service.

(a) The fees payable for the Service are as specified in the Order Form (“Fees”).

(b) Ainen shall invoice the Customer as specified in the Order Form. Payment is due within 30 days of receipt. Fees are exclusive of applicable sales taxes.

(c) Late payment interest of 4% per annum above the Bank of England's base rate may be charged.

(d) Ainen may suspend the Service for overdue invoices with five days' prior notice.

(e) Ainen reserves the right to invoice for debt collection costs.

(a) The Customer shall provide Ainen with information about the intended use and recipients of the Service, including:

(b) The Customer agrees to inform Ainen of its use of any data warehouse system and shall place access restrictions to prevent access by non-Users.

(c) Nothing in the Agreement gives the Customer the right to manually upload Data into any CRM system without a separate paid licence.

(d) The Customer shall promptly provide all information reasonably requested by Ainen at any time during the term.

(a) Ainen reserves the right to conduct audits (“Service Audit”) to check that the Customer's use of the Service is within the parameters specified in the Order Form. The Customer agrees to provide any information requested, representations regarding use, and/or physical access to its premises.

(b) If a Service Audit reveals non-compliance, Ainen may adjust Fees to reflect actual use. The Customer shall reimburse Ainen for audit costs.

(c) The audit right survives termination for 12 months.

The Customer shall not access, attempt to access, monitor or copy the Website, Service or Data by means of any automated software or other automated means (including agents, robots, spiders, scripts or web crawlers).

The Website and Service may contain links to third party websites. Ainen does not endorse or accept any responsibility for such websites and shall not be liable for any loss arising from access to or use of such linked websites.

(a) The Website, Service and all confidential information, together with all intellectual property rights therein, are and shall remain the property of Ainen.

(b) Any output of Data shall contain Ainen's copyright notice. In the event of suspected breach, the Customer shall immediately inform Ainen and cooperate to protect its intellectual property rights.

(c) The names, images and logos identifying Ainen and its products are registered trademarks.

(d) Nothing in the Agreement shall be construed as conferring any licence under Ainen's intellectual property rights except as expressly stated.

(a) “Confidential Information” means all confidential information disclosed by a party to the other in connection with the Agreement that is labelled as confidential or should reasonably be considered as such.

(b) Confidential Information does not include information that: (i) is generally available to the public; (ii) was available to the receiving party before disclosure; (iii) is available from an unrestricted source; (iv) was known by the receiving party prior to disclosure; or (v) the parties have agreed is not confidential.

(c) Each party shall keep the other's Confidential Information confidential and shall not use it other than for the Permitted Purpose or disclose it to any third party except as permitted.

(d) A party may disclose Confidential Information to its Representatives who need to know for the Permitted Purpose.

(e) A party may disclose Confidential Information to the extent required by law.

(f) Each party reserves all rights in its Confidential Information.

(g) This clause survives termination of the Agreement.

(a) The Fees relate only to the Service ordered pursuant to the Order Form.

(b) Ainen may amend, add to, enhance or discontinue any component of the Service during the term.

(c) If a change results in a material reduction in usefulness, the Customer may terminate and receive a pro-rata refund or negotiate a lower Fee.

(d) Ainen may offer new services for additional Fees to be mutually agreed.

(a) Ainen warrants that it has the right to license the Customer to use the Service.

(b) Except as expressly stated, all warranties are excluded to the fullest extent permitted by law.

(c) Ainen does not warrant that: (i) the Service will be error-free or uninterrupted; (ii) the Service is accurate, complete, reliable, fit for purpose or timely; or (iii) the Service is suitable for the Customer.

(d) The Customer acknowledges that: (i) the use of the Service requires specialist skill; (ii) the Customer possesses such skill; (iii) the Customer is responsible for decisions based on the Service; and (iv) the Customer is responsible for appropriate insurance.

(e) Ainen does not exclude liability for: (i) fraud; (ii) death or personal injury caused by negligence; (iii) its indemnity obligations; or (iv) any matter where exclusion would be unlawful.

(f) Subject to (e), Ainen shall not be liable for: (i) loss of profits, business, revenue, reputation or goodwill; (ii) loss of anticipated savings or wasted expenditure; or (iii) any loss under any other contract.

(g) Ainen's total liability shall be limited to the Fees paid or payable in the first 12-month period.

(h) Delivery dates are approximate only.

(i) No action may be brought more than 12 months after the occurrence of the event giving rise to such action.

(a) Ainen undertakes to defend the Customer against any claim that the Service infringes a third party's copyright (“Claim”), provided the Customer: (i) forwards written notice promptly; (ii) makes no admission of liability; (iii) allows Ainen to conduct the defence; and (iv) cooperates with Ainen.

(b) The indemnity does not apply where the Claim is attributable to use otherwise than in accordance with the Agreement or use in combination with data not supplied by Ainen.

(c) Ainen may at its option: (i) procure the right to continue; (ii) modify the Service; (iii) replace it; or (iv) terminate and refund.

(d) This clause constitutes the Customer's exclusive remedy with respect to Claims.

(a) “Data Protection Legislation” means all applicable data protection and privacy legislation, including the UK GDPR and the Data Protection Act 2018.

(b) In respect of Personal Data in the Data, each party is an independent Controller.

(c) Where the Customer is located in the UK, EEA or an adequate country, the Data Protection Schedule forms part of the Agreement.

(d) Where the Customer is outside the UK/EEA with no adequacy decision, the Standard Contractual Clauses apply.

(e) Further details about how Ainen uses Personal Data can be found in the Privacy Notice.

(f) The Customer agrees to assist Ainen in providing appropriate notice to and obtaining necessary consents from individuals.

(a) Ainen may: (i) collect Usage Data about how the Customer uses the Service; (ii) store and process it for security, support and improvement purposes; (iii) use it to customise and market services; and (iv) transfer it outside the UK and EEA.

(b) Ainen may retain Usage Data for a reasonable period and longer where required by law.

(c) Ainen may anonymise and aggregate Usage Data (“Aggregate Data”) and distribute it, provided it does not identify the Customer or Users.

(d) Ainen shall own all rights in the Aggregate Data. The Customer has no proprietary interest in it.

Subject to the Customer's prior written consent, Ainen may use the Customer's logo and name on its website, in presentations and brochures to promote the business relationship.

(a) Ainen shall ensure compliance with all applicable anti-bribery and corruption laws (including the Bribery Act 2010). Any breach may entitle the Customer to terminate immediately.

(b) The Customer shall not access or use the Service in any territory subject to US, UK or EU export controls and sanctions. Any breach may entitle Ainen to terminate immediately.

(a) The Service shall be provided for the initial term specified in the Order Form. The subscription automatically renews at existing Fees (plus CPI increase) unless: (i) the Customer gives at least 30 days' written notice prior to renewal; or (ii) Ainen decides not to offer auto-renewal.

(b)–(i) Detailed renewal, termination and post-termination obligations apply as set out in the full Agreement. Termination or expiration shall not entitle the Customer to a refund except as expressly stated.

The Customer acknowledges that Ainen may suffer irreparable harm in the event of breach. Ainen shall be entitled to seek injunctive or other equitable relief.

The Customer may not assign or transfer any rights or obligations under the Agreement without Ainen's prior written consent.

Any notice must be in writing and in English, delivered in person, by post to Ainen's Legal Department, or by email to info@ainengroup.com.

The Agreement constitutes the entire agreement between the parties and supersedes all prior agreements. It may not be changed other than by a written document signed by both parties.

In the Agreement: (i) headings shall not affect interpretation; (ii) singular includes plural and vice versa; (iii) references to statutes include amendments; (iv) “writing” includes email; and (v) “including” and similar expressions are illustrative only.

Neither party shall be liable for delay or failure caused by events beyond its reasonable control. If the delay continues for 28 days, the unaffected party may terminate immediately by written notice.

If any provision is invalid, illegal or unenforceable, it shall be deemed deleted without affecting the rest of the Agreement. The parties shall negotiate a replacement in good faith.

Nothing in the Agreement shall constitute a partnership, joint venture or agency relationship between the parties.

(a) The rights and remedies under the Agreement are in addition to those provided by law.

(b) No failure or delay to exercise any right shall constitute a waiver or restrict future exercise.

No term of the Agreement shall be enforceable by any person that is not a party to it.

The Agreement shall be governed by and construed in accordance with the laws of England and Wales. Each party submits to the non-exclusive jurisdiction of the English courts.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time, including the UK GDPR and the Data Protection Act 2018 (“DPA 2018”).

UK GDPR: has the meaning given in section 3(10) of the DPA 2018 (as supplemented by section 205(4)).

The terms “Controller”, “Processor”, “Data Subject” and “Personal Data” have the meanings given in the Data Protection Legislation.

1.1 Both parties shall comply with all applicable requirements of the Data Protection Legislation. This paragraph is supplementary to, and does not replace, a party's obligations under the Data Protection Legislation.

1.2 The parties acknowledge that Ainen and the Customer are independent Data Controllers.

1.3 Each party acknowledges its duty to:

1.4 Without prejudice to paragraph 1.3, the Customer shall: