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Terms & Conditions
Terms and Conditions of Use of Subscribers to Debt Explained Limited’s Website
1 Definitions
1.1 You or your: means the firm, corporation or other organization or individual entering into this Agreement with us by accepting these terms and using the Debt Explained Limited website. Where the context so requires you or your includes your Registered Users.
1.2 Us, we or our: means Debt Explained Limited.
1.3 Registered Users: means the persons listed on the registration form completed by you when registering for the Subscription Services, any replacement for such persons or (in the case of a Trial) the persons registering as trial subscribers.
1.4 Reports: means any report or reports (relating to European high yield bonds and in whatever format (including (without limitation) tabular, by way of commentary or responses to questions and whether verbal or in writing) issued to you under this Agreement as specified by the Subscription Services.
1.5 Subscriptions Services: means the subscription services for Reports provided by us from time to time.
1.6 Subscription Fee: means the subscription fee for the Subscription Services to be provided under this Agreement, as specified in our invoice(s) relating to this Agreement and any supplemental agreement between us and you.
1.7 Subscription Period: means the period in respect of which a Subscription Fee is payable for the Subscription Services, as specified in our invoice or any other agreement entered into between us relating to this Agreement or (in the case of a trial) a period determined by us at our discretion.
1.8 Trial: means the provisions of Subscription Services by us at our total discretion for a limited period as determined by us and without payment of a Subscription Fee
2 Authority and Licence for use of Reports
2.1 We authorise you and your Registered Users to use the Reports for which (other than in the case of a Trial) you agree to pay us the Subscription Fee.
2.2 This authority and licence starts (other than in the case of a Trial or as may be agreed between us in writing) when you have paid us in cleared funds for the Subscription Fee and ends (subject as aforesaid):
2.2.1 if the Subscription Period expires without you agreeing to renew this Agreement on the terms and the Subscription Fee then applying; or
2.2.2 if this Agreement is terminated under clause 7 (Termination)
2.2.3 in the case of a Trial when we so determine.
2.3 You may:
2.3.1 search, view, or (other than in case of a Trial) copy or print out Reports for your own use; or
2.3.2 (other than in the case of a Trial) copy and extract from the Reports for your purposes.
2.4 . You shall not:
attempt to duplicate, modify, disclose or distribute the whole or any portion of any Report
2.4.1 to any third party; or
2.4.2 transfer any rights or obligations under this Agreement.
3 Your Obligations
3.1 You will take reasonable steps to ensure that Registered Users comply with the terms of use of the Subscription Services in this Agreement and any other agreement between us and you relating thereto and do not:
3.1.1 copy, print out or otherwise reproduce any Reports except as permitted under this Agreement or as authorized by us in writing;
3.1.2 make any part of the Reports available to anyone is not a Registered User;
3.1.3 purport to assign or otherwise dispose of your rights under this Agreement.
3.2 You will take reasonable steps to ensure that nobody other than Registered Users access the Reports using accounts created with your user name and passwords.
3.3 You acknowledge and agree that we and our agents and sub-contractors own all intellectual property rights in Debt Explained Limited’s website and the Reports. Except as expressly stated in this Agreement, this Agreement does not grant you any rights to or in copyright, database rights, trade secrets, trade names, trade marks (whether registered or unregistered) or any other rights or licenses in respect of the Reports, the Subscription Services or any related documentation.
3.4 Subject to clause 4 below (Our Obligations) you will defend, indemnify and hold us harmless again claims, actions, proceedings, losses, damages, expenses and all costs arising out of or in connection with your use of this website or the Subscription Services or the Reports provided that:
3.4.1 we provide reasonable co-operation to you in the defence and settlement of such claim at your expense; and
3.4.2 you are given sole authority to defend or settle the claim.
3.5 You are responsible for configuring your information technology, computer programs and platform in order to access the Subscription Services.
3.6 You should use your own anti-virus protection software.
3.7 By submitting any individual’s personal information to us, you agree and confirm your authority from such other individual to our collection, use and disclosure of such personal information in accordance with our privacy policy available on this website.
3.8 From time to time we may provide reports ("Red Reports") to Registered Users on preliminary Offering Memoranda ("Reds") issued to prospective investors prior to the formal issuance of the various debt instruments referred to therein. Red Reports will be available via a "click thru" link. By clicking on that link Registered Users will be deemed to have represented to us that they are authorized to review the related Red Report and contents thereof; that they are (if appropriate) a "sophisticated investor" (or similar expression for any relevant legislation) and agree to indemnify us for any loss or damage (other than arising from our willful default or negligence) suffered by us consequent upon you breaching the terms hereof.
3.9 Red Reports will refer to the contents of the related Red which may be subject to changes of which we may not be aware. For the avoidance of doubt while we seek to provide accurate information we are under no duty to you to inform you (or any other person) of any changes which may be made to the terms of the offering described in the relevant Red whether or not we are aware of them nor are we under any duty to enquire as to whether any such changes may have been made.
4 Our Obligations
4.1 We warrant that you will not infringe any third party Intellectual Property Rights by reading the Reports.
4.2 We will use all reasonable endeavors to ensure that personal data (if any) is maintained securely and is properly backed up. In the event of any loss or damage to personal data, your sole and exclusive remedy shall be that we use our reasonable endeavors to restore the lost or damaged personal data from the latest backup of such data. We shall not be responsible for any loss, destruction, alteration or disclosure of personal data caused by any third party.
4.3 We will use our reasonable endeavors to ensure that the Subscription Services are provided continuously and that access to our website is not interrupted by any event within our control. We will endeavor to notify you in advance of planned downtime which if reasonably practical will be scheduled outside normal United Kingdom office hours.
5 Reports Disclaimer
5.1 Whilst Debt Explained Limited has used reasonable endeavors to ensure that the information provided by Debt Explained Limited in any Report is accurate, reliable and up to date as at the date of issue, Debt Explained Limited reserves the right to make corrections and does not represent or warrant that it is accurate or complete. DEBT EXPLAINED LIMITED HEREBY DISCLAIMS ALL LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW IN RELATION TO ANY REPORT AND DOES NOT GIVE ANY WARRANTIES (INCLUDING ANY STATUTORY ONES TO THE EXTENT PERMITTED BY LAW) IN RELATION TO ANY REPORT.
5.2 The contents of any Report is provided by Debt Explained Limited for your information only, and is not intended for investment or trading purposes. Content in any Report is not appropriate for the purposes of making a decision to carry out a transaction, investment or trade of any nature. You should rely on the offering document referred to in any Report (together with any supplements and updates thereto). Reports do not (expressly or impliedly) provide any form of advice (financial, investment, tax, legal or other) amounting to investment or legal advice, or make any recommendations to buy or sell securities of any nature or regarding particular financial securities and/or instruments, investments or products.
5.3 The contents of any Report should not be relied upon as a substitute for formal legal, financial and or investment advice.
5.4 Debt Explained Limited, its employees, consultants and agents will not be responsible for any direct, indirect, contingent or other loss, however arising, from the use of, or reliance on the information contained in any Report.
5.5 Reports are provided "as is" without warranty of any kind, either expressed or implied. You should not assume that a Report is error-free or that it will be suitable for the particular purpose which you have in mind when using it. Debt Explained Limited assumes no responsibility for errors or omissions in any Report (whether printed or in electronic or other form) or other documents which are referenced by or linked to any Report.
5.6 IN NO EVENT SHALL DEBT EXPLAINED LIMITED BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL OR OTHER DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF ANY REPORT OR OTHER DOCUMENTS WHICH ARE REFERENCED BY OR LINKED TO ANY REPORTS.
5.7 Unless otherwise stated, Debt Explained Limited or its licensors own the exclusive worldwide intellectual property rights in the content of all Reports.
5.8 You must not:
5.8.1 republish material from any Report (including republication on another website, or publication), or reproduce or store material from any Report in any public or private electronic retrieval system (other than to store copies of a Report or part thereof on your systems as a subscriber);
5.8.2 reproduce, duplicate, copy, sell, resell or otherwise exploit Debt Explained Limited’s Reports or material in any Report for a commercial purpose, without Debt Explained Limited’s express written consent;
5.8.3 edit or otherwise modify any material in a Report.
6 Website Disclaimer
6.1 The contents on this website including Reports, data analysis and other information is provided by us and our third party content providers for your information only, and is not intended for investment or trading purposes. Content on this website is not appropriate for the purposes of making a decision to carry out a transaction, investment or trade. Nor does it provide any form of advice (financial, investment, tax, legal) amounting to investment or legal advice. Nor does it make any recommendations to buy or sell securities of any nature or regarding particular financial instruments, investments or products.
6.2 Neither we nor our third party content providers shall be liable for any errors, inaccuracies or delays in content of this website, or for any actions taken in reliance thereon.
6.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DEBT EXPLAINED LIMITED EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS EXPRESSED OR IMPLIED, AS TO THE ACCURACY OF ANY OF THE CONTENT PROVIDED, OR AS TO THE FITNESS OF THE INFORMATION FOR ANY PURPOSE.
6.4 YOU USE THIS WEBSITE AT YOUR OWN RISK AND WE AND OUR AGENT’S EMPLOYEES AND SUB-CONTRACTORS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGE WHATSOEVER OR HOWSOEVER ARISING IN CONNECTION WITH THIS WEBSITE OR IN CONSEQUENCE OF ANY MISREPRESENTATION, MISSTATEMENT OR TORTOUS ACT OR OMISSION INCLUDING NEGLIGENCE.
6.5 Although Debt Explained Limited makes reasonable efforts to obtain reliable content from third parties, Debt Explained Limited does not guarantee the accuracy of or endorse the information or data given by any third party content provider.
6.6 Whilst Debt Explained Limited endeavors to ensure that the information on this website is correct, Debt Explained Limited does not warrant its completeness or accuracy; nor does it commit to ensuring that the website remains available or that the material on this website is kept up-to-date.
6.7 This site may point to other internet sites that may be of interest to you, however Debt Explained Limited does not endorse or take responsibility for the content on such other sites.
6.8 However, nothing in this disclaimer shall exclude or limit Debt Explained Limited’s liability for fraud, for death or personal injury caused by our negligence, or for any other liability which cannot be excluded or limited under applicable law.
6.9 We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations under this Agreement or from carrying on business by
acts, events, submissions or accidents beyond our reasonable control, including without limitation default of sub-contractors strikes, lockouts whether industrial or disputes, failure of a utility service or transport or communication network, act of God, war. Riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
7 Termination
7.1 This Agreement will terminate if you or we are in material breach of any of its terms and if the breach is not remedied within the period of 20 working days after written notice of it has been given to the party in breach. If we are in material breach as a result of circumstances within our control, you will be entitled to a pro-rata return of the Subscription Fee.
7.2 On termination on this Agreement for any reason other than efluxion of time
: 7.2.1 all licences granted under this Agreement shall immediately terminate; and
7.2.2 you will take reasonable steps to delete any copies of our Reports from your electronic media including any intranet or electronic storage devices and you will destroy any print outs containing Reports that were made prior to termination.
7.3 Termination shall not affect or prejudice the accrued rights of the parties as at termination or the continuation after termination of any provision expressly stated to survive or implicitly survive in termination.
8 General Terms
8.1 The rights provided under this Agreement are granted to you only and shall not without our prior written consent be considered granted to any subsidiary or holding company. You may not without our prior written consent assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement.
8.2 This Agreement is not intended to benefit anyone other than the parties to it and in particular no term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
8.3 If any provision (or part of a provision) of this Agreement is bound by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
8.4 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provisions shall apply with whatever modification is necessary to give effect of the commercial intentions of the parties.
8.5 These terms and conditions and any agreement supplemental hereto entered into between us in writing constitutes the entire Agreement and understanding of the parties and supersede any previous Agreement between the parties relating to the subject matter of these terms and conditions. Each of the parties acknowledges and agrees that in entering into this Agreement (which you do by use of the website), it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. The only remedy available to it for breach of this Agreement shall be as set out under the terms hereof.
8.6 the provision of Subscription Services is on a “fair usage” basis and if we consider (at our discretion) usage by you of the Subscription Services does not fall within such parameters we may refuse to continue to supply Subscription Services and refund to you (pro rate to time expired of the Subscription Period) the Subscription Fee.
8.7 We may agree to offer additional services to you; should we so do those services shall also be subject to a “fair usage” policy as determined by us as aforesaid.
8.8 English law governs this Agreement and the parties submit to the non-exclusive jurisdiction of the English courts.
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Latest Reports:
Gold Reports Cover:
- Listing Jurisdiction and Implications
- Seniority of Notes and Implications
- Security/ Shared with other debt?
- Redemption Clauses
- Events of Default/Cross Default Provisions
- Waivers and Amendments
- Intercreditor Agreements
- Triggers for restricted payments
- Acceleration Voting/Instruction voting
- Guarantees/Credit Support
- Change of Control
- Special Provisions
- And all other key issues...
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