The PACTA for Banks Free Data Set is provided free of charge by Asset Resolution for a bank to use in their PACTA analysis.
The data set is formatted to be compatible with the PACTA for Banks Software. It is based on asset level production values which have been aggregated to the company level.
A more granular data set is available via Asset Resolution at a fee, which includes the underlying asset data and a more granular technology breakdown.
To access the PACTA for Banks Free Data Set, fill in the information below and agree to the terms and conditions. The terms and conditions include the permitted and non-permitted uses of the data. Asset Resolution will email the dataset after validation of the request.
Please allow for a week for submissions to be processed.
Targeted users are banks. For any use not covered by the terms and conditions, please contact Asset Resolution at firstname.lastname@example.org.
AgreementThis Agreement is concluded by and between Asset Data Provider S.A.S., a company registered in France, with its registered office at 97 rue la Fayette, 75010 Paris, France and trading under the name Asset Resolution (“AR”), and the user (“User”) named in the Schedule of Services. Each such entity is referred to as a “Party” and together as the “Parties”. User agrees to be bound by these Terms and Conditions, which, together with the Schedule of Services, form part the present PACTA Data agreement (the “Agreement”) between the Parties. The Agreement sets forth the terms and conditions under which User may access and use the Services. By using and/or accessing the Services and/or Data, User agrees to be bound by the terms and conditions of this Agreement.
1. Schedule of ServicesThis Schedule of Services sets for the specific terms and conditions under which AR provides to User the Services described therein.
By agreeing to the terms and
conditions, you agree that Asset Resolution and 2DII will store your
information to respond to your inquiry and process your request for
access to data, and that Asset Resolution will share this information
with its licensors as needed to comply with licensing requirements.
1.2 Service details
Services nameCompany-level dataset prepared for use in the open source Paris Agreement Capital Transition Assessment tool (“PACTA”) for banks as made available by the 2º Degrees Investing Initiative (2DII) on Transition Monitor (https://www.transitionmonitor.com/)
Services description / coverageThe Data follows the specifications defined by 2DII to enable the use of the Data in the PACTA tool for banks.The Data covers company-level indicators which can include company information (name, country, sector, technology), forward looking capacity and/or production data, and emissions intensity for part or all of the sectors covered by the PACTA tool for banks. The specifications are developed by 2DII and might change over time to reflect the evolution in the PACTA tool for banks.The Data does not contain the underlying data used to prepare the Data, including physical asset-level data. Such underlying data may be available upon request subject to the signature of an amendment hereto and payment of corresponding fees.
Delivery format: By email
Delivery frequency: One-off
Term: One year from the date of first delivery of the data
1.3 Scope of usePurpose of use: As necessary for User’s internal purposes only specifically to run PACTA for banks, subject to the restrictions set forth in the Terms and Conditions.
Permitted use include:
- Internal use of the Data to run PACTA for banks on User’s portfolio.
- Publication of User’s results of the PACTA analysis of User’s portfolio in reports provided that such results: (a) are not primarily a copy of, or substitute for, part or all of the Data; (b) cannot be back-calculated, processed, translated, re-converted or re-engineered in any way in order to identify the underlying Data; (c) do not affect AR’s ability to license part or all of the Data.
- Distribution of User’s results of the PACTA analysis of User’s portfolio provided that such results: (a) are not primarily a copy of, or substitute for, part or all of the Data; (b) cannot be back-calculated, processed, translated, re-converted or re-engineered in any way in order to identify the underlying Data; (c) do not affect AR’s ability to license part or all of the Data.
- Distribution of an Insubstantial Amount of the Data to User’s clients under the following conditions: only the part of the Data that is about a given client can be shared by User with the given client.
- For example, User can share Data on Company A with Company A, and User can share a benchmark sector average, e.g. utilities across a country, or companies globally across a given technology. However, User can NOT share Data on Company A with Company B.
- User agrees to provide feedback from its clients on Data to AR upon AR’s request for quality assurance and quality control purposes provided that User will not be obliged to share any client Data with AR
- Use of Data to do research to improve PACTA (e.g. development of new PACTA indicators) subject to specific, prior and written consent from AR.
Examples of non-permitted uses of the Data include, without limitation:
- Use of the Data to run PACTA on financial portfolios of User’s clients (e.g. portfolios of financial institutions which are clients of the User)
- Use of the Data to produce Derived Data other than User’s results of the PACTA analysis of User’s portfolio.
- Incorporation of the Data in tools used to generate Derived Data. This includes tools derived from PACTA.
- Incorporation of the Data in software. This includes software derived from PACTA.
- Use the Data to produce and make available, free-of-charge or for a fee, databases that are substantially derived from the Data and/or could constitute a substitute for the Data.
- Use of the Data to carry out internal analysis other than as set out in the permitted use.
- Redistribution of limited amount of Data under conditions other than set in the permitted use.
- Use of Data in commercial products.
- Use of PACTA outputs in commercial products.
Installation(s): User’s employees
Authorised Users (internal within User): User’s employees for the sole purpose of running the PACTA tool for banks
Location of Authorised Users (“Territory”): Worldwide
Affiliates: as per the Affiliates field in section 1.1
Restrictions:User shall not share, or enable others to access, any Data beyond what stated in the “Purpose of use” section, and in particular shall not redistribute any of the raw Data and/or any Derived Data and must take reasonable measures to protect AR's Intellectual Property, especially but not limited to its databases. Unless stated in the purpose of use above and subject to applicable laws:
- No part of the Service or any other AR’s Data or information accessible hereunder may be used in conjunction with any machine learning, neural network, deep learning, predictive analytics or other artificial intelligence computer.
- The use of crawlers, bots and spiders to programmatically search, extract or download is prohibited.
Other useUser may request additional services or different scope of use not included in this Schedule of Services by contacting AR at email@example.com. Such additional services or different scope would be covered by a separate agreement to be executed by both parties.
1.4 Use, Display and ReportingDisclaimerUser cannot redistribute Data (including a limited amount of the raw Data) without specific, prior and written consent by AR. When sharing the authorized amount of raw Data, User shall include the following disclaimer, which may only be modified with AR’s prior consent:© <Insert Applicable Year> Asset Resolution. All Rights Reserved.Information, data, analyses and opinions contained herein: (1) include the proprietary information of Asset Resolution and its content providers; (2) may not be copied or redistributed except as specifically authorised in writing; (3) do not constitute investment advice; (4) are provided solely for informational purposes; (5) are not warranted to be complete, accurate or timely; and (6) may be drawn from data published on various dates. Asset Resolution is not responsible for any decisions, damages or other losses related to the information, data, analyses or opinions contained herein or the use thereof. Please verify all of the information before using it and do not make any investment decision except upon the advice of a professional financial adviser. Past performance is not a guarantee of future results. The value and income derived from investments may go down and up.
1.5. NotesUser agrees to provide feedback on Data to AR at least once during the Term upon AR’s request. User will not be obliged to share any client Data with AR
2 Terms and Conditions
2.1 Definitions“Affiliate” means any entity that, directly or indirectly, controls, is controlled by, or is under common control with a Party; and “control” means the direct or indirect possession of the power to direct or cause the direction of the management and policies of another entity, whether through the ownership of voting securities, by contract or otherwise.“AR” means Asset Resolution, which provides the Services to the User.“Authorised Users” means those users who are authorised to access and use the Service(s) provided by AR, as set out in the Schedule of Services, for User’s internal business purposes and in accordance with this Agreement.“Claim” means any and all claims, demands, proceedings or actions.“Confidential Information” means, without limitation, any information, all technical, scientific, financial or commercial data (including data) transmitted by a Party (the “Disclosing Party”) to another Party (the “Receiving Party”) within the frame of the Services and this Agreement, as well as any information a Party may become aware of in the performance or receipt of the Services, whether in writing, orally, electronically, visually or otherwise, and either designated as confidential at the time of disclosure, or that would reasonably be considered confidential by a person acting reasonably. Confidential Information includes but is not limited to: know-how, trade secrets, production information, sources of supply, products characteristics and specifications, climatic data, current and planned distribution methods and processes, customer lists, personal data, price lists, financial information and any other financial, legal, commercial, marketing, organizational or technical information concerning the business affairs of the concerned Party.“Data” means the specific type of data provided by AR as part of the Services as set out in the Schedule of Services. No personal data is contained in the Data.“Derived Data” means any information or data resulting from User’s substantial manipulation or analysis of Data (generated by human or machine), whether alone or in conjunction with User’s or third parties’ data, including raw Data based models and model outputs."Effective Date” means the effective date of the Agreement as specified in the Schedule of Services.“Feedback” means any suggestion, feedback or request for modifying and/or enhancing any of AR’s products or services, including without limitation all Intellectual Property Rights thereto.“Insubstantial Amounts” means excerpts or portions of the Data that are immaterial (in terms of quantity, quality and/or significance) in the context of the Services and also in the context of the work in which the excerpts or portions are reproduced and/or which when reproduced and/or disseminated in any way (on their own or when compiled together), do not affect AR’s ability to license the relevant Services and/or could not serve as a substitute for the relevant Services.“Intellectual Property” or “IP” means (i) patents, trademarks, copyright, author’s rights (“droit d’auteur”), trade or business names, design rights, database rights, domain name rights and URLs, know-how, confidential or undisclosed information, (ii) all registrations or applications to register, renew and/or extend any of the items referred to in (i) and all other intellectual property rights and similar forms of protection, whether or not registered or capable of registration, in any country.“PACTA” means 2 Degrees Investing Initiative’s (2DII) open source Paris Agreement Capital Transition Assessment tool (“PACTA”) as made available on Transition Monitor (https://www.transitionmonitor.com/).“Schedule of Services” means the schedule of services for the Service(s) describing the specific conditions of performance of the Services and signed between the Parties.“Service(s)” means the Data and Consulting Services, as relevant, provided by AR, as set out in the Schedule of Services.“Term” shall mean the Term as set forth in the Schedule of Services.“Territory” means the territory in which User is authorised to use and/or make the Service(s) available as set out in the Schedule of Services.“Third Party IP” means certain third party data, Intellectual Property, information and/or applications contained in the Service(s).“Third Party Licensor” means the owner of Third Party IP.“User” means the person(s), firm or company who receives the Services from AR, as mentioned in the Schedule of Services.
2.2.1 Grant of LicenceFrom the Effective Date as specified in the Schedule of Services, AR grants User a non-exclusive, non-transferable, non-sublicensable and limited right on the corresponding Data subject to all of the limitations contained herein:a) to use the Service(s) in the Territory solely in the manner and for the purpose set out in the Schedule of Services; andb) to make the Service(s) available in the Territory to Authorised Users as specified in the Schedule of Services. User shall ensure that all Authorised Users are aware of the terms and conditions contained in the Agreement and that their use of the Services comply with such terms and conditions. Each Authorised User shall be subject to restrictions and limitations contained in the Agreement. Any non-compliance from an Authorised User shall be deemed a breach of the Agreement by the User;c) no other licences and/or rights (including Intellectual Property) in and/or to the Service(s) other than those specifically set out in the Agreement are granted.
2.2.2 Attribution, Required Disclosures, Feedback and DisclaimersExcept as set forth in the “Scope of Use” set forth in the Schedule of Services, User may not use or distribute, and may not permit any third party to use or distribute, the Service(s) in any manner (including, without limitation, with respect to quantity, frequency of access, or distribution or scope of distribution, as applicable) that could, in AR’s good faith judgment, either cause the Service(s) so used to: (i) be a source of or substitute for the Service(s) or Data; (ii) affect AR’s ability to realize revenue in connection with the Service(s) or Data; or (iii) compete with AR’s business.User may use AR trademarks listed in the Schedule of Service(s), as the case may be and/or AR’s company name, corporate name, tradename name and sign, alone or combined with other signs, (a)solely in connection with the display or use of the Service(s) in the Territory, (b) subject to AR’s prior consent and. (c) in accordance with reasonable directions from AR. User shall not acquire any right (including IP), title or interest in AR’s signs and/or trademarks. User agrees to reasonably cooperate with AR in facilitating AR’s monitoring and control of the nature and quality of the use of AR trademarks.User hereby grants AR an irrevocable, worldwide licence to use any Feedback User communicates to AR during the Term, without compensation, without any obligation to report on such use and without any other restriction. AR’s rights granted in the previous sentence include, without limitation, the right to exploit Feedback in any and every way provided that it does not contain any User’s personal data.
2.2.3 RestrictionsExcept as set out in the Schedule of Services, User may not:a) sublicense, publish, transmit, transfer, sell, copy, reproduce, distribute, display, modify, alter, create derivative works of, or in any way exploit the Service(s) or any derivation or adaptation of any of them;b) reverse-engineer, decompile, disassemble, reverse compile, create derivate works of, or attempt to derive the source code of, any Service, except to the sole extent and within the conditions permitted by Article L. 122-6-1 of the French Intellectual Property Code;c) use the Service(s) outside of the Territory as defined in Schedule of Services and/or in non-compliance with the terms of the Agreement;d) distribute and/or make the Service(s) available to any third parties;e) store the Service(s) for a period longer than necessary to allow User to use it in the manner and for the purpose set forth under the Agreement;f) cause, assist or permit any Authorised User or any other third party to do any of the foregoing set out in this Clause 2.2.3;g) access or use the Service(s) to send or store infringing or otherwise unlawful material, including material violative of third party privacy rights, in violation of applicable laws, to send or store material knowingly or intentionally containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, or agents, in a manner that knowingly or intentionally disrupts the integrity or performance of the Service(s) or gain unauthorized access to the Service(s).User shall promptly discontinue making the Service(s) available to any Authorised User upon becoming aware that any person appears to be violating the use restrictions contained herein or is otherwise suspected by AR and/or the User of having infringed on AR’s Intellectual Property rights.
2.2.4 Applicable laws and regulationsUser shall comply with laws, rules and regulations applicable to it, including, but not limited to any financial services and data protection regulations in the Territory.
2.2.5 Post terminationUpon expiration or termination of the Agreement (for any reason whatsoever), the licence granted under 2.2 shall terminate. Upon termination of this Agreement, User shall: (i) immediately discontinue all use of Data; (ii) return or destroy, at AR’s discretion, any Data on physical media within ten (10) business days or any other timeframe agreed between the Parties ; (iii) purge all instances and copies of the Data; and (iv) provide written certification to AR that the Data has been returned or destroyed on AR’s request.Upon request of Disclosing Party or upon expiration or termination of this Agreement, whichever is earlier, Receiving Party shall (i) immediately cease using any Confidential Information received and within ten (10) business days of such request, (ii) return to Disclosing Party or destroy in a secured manner all Confidential Information, at the Disclosing Party’s option, and (iii) certify in a writing signed by an executive Confidential Information provided by the Disclosing Party in connection with the Agreement has been destroyed in a secured manner. The Parties’ obligations under this Clause shall apply for the Term of this Agreement and for a period of five (5) years following termination or expiration of the Agreement, for any reason whatsoever. User may retain such copies of Confidential Information which are reasonably necessary to comply with its legal, compliance, and regulatory obligations.
2.3 OwnershipAll Intellectual Property contained in the Service and AR trademarks shall belong to AR or its Third Party Licensors
2.4 Term and Termination
2.4.1 TermThe Agreement comes into force on the Effective Date and will continue for the Term as specified in the Schedule of Services, unless terminated in accordance with it terms.
2.4.2 Termination for convenienceAR may, at its sole discretion, terminate as of right ("de plein droit") this Agreement at any time with immediate effect subject to a fourteen (14) days prior notice sent by registered letter with acknowledgement of receipt.
2.4.3 Termination for breachEither Party may, without prejudice to its other rights or remedies or to the other termination rights identified in the Agreement, terminate as of right ("de plein droit") this Agreement with immediate effect by written notice sent by registered letter with acknowledgement of receipt to the other Party if such other Party breaches any of its material obligations under the Agreement and such breach has not been remedied within thirty (30) calendar days of receipt of a written notice sent by registered letter with acknowledgement of receipt specifying the breach and the affected Party’s intention to terminate this Agreement.Notwithstanding any provision contained herein to the contrary, AR may immediately terminate as of right (“de plein droit”) the Agreement without prejudice to its other remedies and rights in the following cases: (i) User breaches the rights granted herein(and has not cured as provided above), (ii) User breaches AR’s Intellectual Property rights, (iii) a third party threatens an infringement action against AR in relation to any User-supplied content which is used or inputted into the Service or (iv) User fails to provide the staff, facilities, or equipment required by the Schedule of Service(s) for any User’s task or joint task, (v ) any breach which cannot be remedied.
2.5 Maintenance, updates and upgradesAR or its Affiliates may make changes, enhancements or updates to the Services and related software, materials, and guidelines from time to time as it deems necessary or desirable. Upon delivery to User such changes, enhancements or updates will become part of the Service(s) and will be subject to the provisions of this Agreement. User agrees that AR and its Affiliates shall not be responsible for any fault, inaccuracy, omission, delay or any other failure caused by User’s computer equipment or arising from User’s use of the Services on such equipment.
2.6 Inspections and AuditsUser agrees to keep an accurate record of the usage of all the Services and Data. AR reserves the right, at its expense, not more than once a year, during normal business hours and upon eight (8) days’ prior written notice to User to inspect and audit User’s compliance with the terms of the Agreement by an independent auditor. AR shall endeavour to minimise any disruption to User’s operations caused by the audit. AR agrees to keep confidential, and not to use or disseminate any information obtained in connection with the audit, except to enforce its rights hereunder.Prior to the performance of any such audit, the independent auditor shall sign a confidentiality agreement with AR which contain confidentiality obligations at least as stringent as those set forth herein.User agrees that if as a result of auditing or monitoring by AR under paragraph above, User is shown to be in breach of this Agreement, or cannot demonstrate its compliance with this Agreement to AR’s reasonable satisfaction, then (i) User shall be liable to pay additional charges as instructed by AR, and (ii) AR shall have the right in such event to terminate as of right (“de plein droit”) the Agreement pursuant to Clause 2.5.2 without prejudice to any rights and remedies AR may have under the Agreement or applicable law.
2.7 ModificationsAR may make reasonable modifications to the Service(s) upon written notice to User. AR shall give User at least thirty (30) days’ prior written notice of any substantive modification to the Services. AR shall also have the ability to update and/or modify the Data for technical or other reasons to AR’s discretion. In such case, the new release shall be considered as replacing the former release.
2.8 Limited warrantiesAR disclaims and excludes any and all warranties including without limitation as to quality, infringement, conformance with description or fitness for purpose of the Data and/or Service(s). Neither AR nor its Third Party Licensors guarantee the adequacy, accuracy, timeliness or completeness of Data or the Service(s) or any component thereof. The Service(s) is/are supplied “AS IS”.
2.9 Limitations of liabilitySubject to the other provisions of this Clause, AR’s total liability under or in connection with the Agreement shall be limited to an aggregate amount equal to 10,000€.In no event shall AR be liable to User, nor User liable to AR, for any of the following:a) loss of profits;b) loss of sales;c) damage to image or reputationd) loss or corruption of data;e) business interruption;f) User’s failure to realize savings or other benefits from the Service(s); org) any indirect damage howsoever arising.Additionally, in no event shall AR be liable to User or any party claiming through it for any Claim or any associated losses arising from use of the Service(s).Neither Party excludes or limits liability for:a) personal injury or deathb) gross negligence (“faute lourde”) or wilful misrepresentation (“dol”)c) any other liability which cannot be excluded or limited under the Governing Law.
2.10 IndemnificationUser shall, at its expense, indemnify, defend and hold harmless AR and its subsidiaries and where appropriate the Third Party Licensors, from and against all Loss relating to (i) a breach by User of the rights granted herein, (ii) any infringement of AR’s Intellectual Property by User, (iii) any infringement in the Intellectual Property of the Third Party Licensors, (iv) any infringement action against AR relating to User-supplied content which is used with or inputted into the Service(s), (v) Authorised Users’ use of the Services(s), or (vi) User’s failure to enter into Third Party Licences, to obtain Authorisations and/or to pay Third Party Fees.AR shall give User written notice of any Claim it becomes aware of.
2.11 ConfidentialityReceiving Party will keep the Confidential Information of Disclosing Party’s confidential and shall protect such Confidential Information by using a reasonable degree of care, but not less than the degree of care Receiving Party uses to protect its own Confidential Information.Receiving Party agrees not to use the Confidential Information of Disclosing Party for any purpose other than for the proper fulfillment of the purpose of the Agreement and the performance of the Services, unless otherwise agreed in writing by Disclosing Party.Receiving Party agrees not to disclose any Confidential Information to any third party, except to the extent reasonably required, to:a) its financial advisers, legal and/or technical advisers;b) in the case of AR, its contractors;c) its employees having a need to know the Confidential Information for the performance and the provision of Services; each Party is responsible for its employees compliance with this obligation of confidentiality and shall be liable for any breach thereof,provided that there are themselves bound by obligations of confidentiality no less stringent that those set out herein;d) comply with an order of a judicial or regulatory body.Each Party agrees that all Confidential Information shall remain the exclusive property of its owner.Confidential Information shall not include information which the Receiving Party demonstrate that it: (i) is or becomes a part of the public domain without any breach of the confidentiality, (ii) was in the Receiving Party’s possession free of any obligation of confidence, prior to receipt from the Disclosing Party, (iii) is received from a third party who does not owe Disclosing Party an obligation of confidentiality in relation to it (iv) is independently developed by the Receiving Party without reference to the disclosing Party’s Confidential Information, (v) is released from confidential treatment by written consent of the Disclosing Party, or (vi) is disclosed by the Receiving Party in order to satisfy a validly issued administrative or judicial order of a court or competent government body.. Each Party shall promptly notify the other Party of any loss or of any authorized possession, use or knowledge, or attempt thereof, of the other Party’s Confidential information by any party of which it becomes aware.
2.12 Data protectionTo the extent that AR act as a processor of personal data on User’s behalf, AR will process such personal data in accordance with the General Data Protection Regulation (GDPR).User acknowledges and agrees that the Service(s) includes (i) compiling statistical and other information related to the performance, operation and use of the Service(s), and (ii) use data in aggregated and/or anonymized form for security and operations management or for research and development purposes, provided that such information and data will not identify or serve to identify User or any data subject.User alone will be responsible for any decisions it may take using insights from the Services as one of several factors, and therefore User will be responsible for compliance with any requirements under Articles 21 (Right to Object) or 22 (Automated Individual Decision Making and Profiling) GDPR (or any equivalent provision of any other applicable law relating to personal data protection) in so far as they might arise as well as for responding to any requests from any data subject.User warrants that it processes personal data in compliance with the GDPR and/or any other applicable law relating to personal data protection.
2.13 Governing lawThis Agreement and any dispute arising out of or relating to it shall be governed by, and construed in accordance with French Law irrespective of conflict of laws rules.ANY DISPUTE, ACTIONS CONCERNING VALIDITY, INTERPRETATION AND/OR EXECUTION OF THIS AGREEMENT THAT THE PARTIES CANNOT RESOLVE AMICABLY, SHALL BE UNDER THE EXCLUSIVE JURISDICTION OF THE FRENCH COURTS OF PARIS.
2.14 Entire agreementThe Agreement constitutes the entire understanding between the Parties with respect to the Service(s) described in the Schedule of Services and Terms and Conditions and supersedes all prior oral or written representations, negotiations, discussions, correspondence or understandings of the Parties with respect thereto. To be valid, any amendment made to either the Schedule of Services or the Terms and Conditions shall be signed by authorised representatives of both Parties. No User purchase order or other form shall be deemed to supersede the terms and conditions of the Agreement.
2.15 Force majeureEach Party may not, under any circumstances, be held liable and no compensation may be claimed for any failure, default or delay in the performance of its obligations under the Agreement when it results from: (i) epidemics, pandemics, Internet service provider failure or delay, and denial of service attack and/or (ii) force majeure as defined in article 1218 of the French Civil Code. Throughout the duration of the Agreement, such events shall suspend the obligations of the affected Party. However, in the event that the suspension of the obligations arising from the Agreement should last for a period of more than fifteen (15) days, each Party shall be entitled to terminate the Agreement as of right (“de plein droit”), by registered letter with acknowledgement of receipt, as of the expiry of this fifteen (15) days suspension period, without any compensation whatsoever being claimed from the Party that has suffered the event of force majeure.The affected Party shall:(a) promptly notify the other Party in writing of the cause of the delay or non-performance and the likely duration of the delay or non-performance; and(b) use its best endeavours to limit the effect of the delay or non-performance on the other party .If a Party suffers a force majeure event for more than fifteen (15) days, the other Party may elect to terminate as of right (“de plein droit”) the Agreement on written notice, without any compensation whatsoever being claimed from the Party that has suffered the event of force majeure.
2.16 AssignmentThe Agreement may not be assigned or transferred by the User, in whole or in part, without the prior written consent of AR, such consent not to be unreasonably withheld or delayed. AR may assign the Agreement to any third party on written notice to the User but without its prior consent.
2.17 SeverabilityIf any provision of the Agreement or part of it is, becomes or is held to be illegal, invalid or unenforceable, in any respect, it shall not affect or impair the legality, validity or enforceability of any other provision of the Agreement and the Parties will negotiate in good faith with a view to replacing it with a valid and enforceable provision which reflects as much as possible the original intentions of the Parties in accordance with the applicable law.
2.18 WaiverFailure by either Party to exercise a right or a remedy or enforce any obligation hereunder whether permanently or temporarily, shall under no circumstance be construed as a waiver of that or any other right, remedy, obligation or breach.
2.19 Relationship of the PartiesThe Parties are independent contractors and act on their own account as independent entities and will not be considered as an agent of one another. Nothing in the Agreement is intended to create a partnership or joint venture or legal relationship of any kind between the Parties. Save where expressly stated in this Agreement, neither Party shall have authority to make representations, act in the name or on behalf of, assume any obligation on behalf of, or otherwise to bind, the other.
2.20 CommunicationUser hereby expressly authorizes AR and 2DII to refer to or identify the User’s name and logo (or any related entity) in any marketing materials, website and/or customer listing.
2.21 NoticesAll notices relating to this Agreement shall be by email with return receipt requested to the parties at the addresses set forth above, to the attention of: (a) in the case of User, to the signatory of the Schedule of Service; (b) in the case of AR: firstname.lastname@example.org
2.22 SurvivalTermination or expiration of this Agreement shall not affect the rights, remedies or obligations of either Party which may have accrued up to the date of termination or expiration, and shall not affect any provision of this Agreement which is expressly or by implication intended to come into or remain in effect on or after termination or expiration including the following Articles: 2.2. (Licence), 2.4 (Ownership), 2.5.1 (Term)],2.11 (Limited Warranties), 2.12. (Limitations of Liability), 2.12 (Indemnification), 2.14 (Confidentiality and Publicity), 2.17 (Entire Agreement), 2.19 (Assignment), 2.20 (Severability), 2.21 (Relationship of the Parties) 2.24 (Survival of this Agreement) shall survive expiration or termination.
2.23 Status of translationsThese Terms and Conditions and or any Schedule of Services may from time to time be translated into a local language. In the event of a conflict between the translation and the English version, the English version shall prevail.
Please allow for a week for submissions to be processed.
If you have any further questions please contact us at email@example.com and firstname.lastname@example.org