Section B: Core Terms

1 Scope and Application

1.1 This Data Licence and Services Agreement is entered into between Lantern Limited (Lantern) and the Client identified in the Order Form and is effective as of the Commencement Date set out in the Order Form.  This Agreement will govern the Client’s purchase of the Services and the grant of licence for the Data (subject to the Supplementary Terms) as described in the Order Form signed between the parties.

1.2 This Agreement comprises the following:

a)  the Order Form (Section A);

b)  Section B (Core Terms);

c) the Supplementary Terms as applicable to the relevant Services, agreed and set out in the Order Form; and

d)  the Platform Terms of Use and the Platform Privacy Policy.

1.3 The Core Terms of this Agreement set out in Section B shall apply to all dealings between Lantern and the Client and the Supplementary Terms shall apply, as applicable, to each of the relevant Services agreed to be provided by Lantern to the Client and set out in the agreed Order Form.

1.4 Capitalised terms and expressions shall have the meanings given to them in the Order Form, any Supplementary Terms as applicable, and otherwise as set out in Appendix 1 to the Core Terms.

1.5 If there is any inconsistency or conflict between the documents comprising this Agreement, the following order of precedence shall apply to the extent of any conflict or inconsistency:

a)  the Order Form;

b)  the Core Terms; then

c)  the Supplementary Terms as applicable (to the relevant Service); then

d)  the Platform Terms of Use and the Platform Privacy Policy.

2 Term

2.1 This Agreement shall be deemed to have commenced on the Commencement Date set out in the Order Form and, subject to the provisions for early termination set out in this Agreement, shall continue for the Initial Term  and then automatically renew for successive periods of 12 months (each a Renewal Term) unless terminated by either party serving on the other not less than the Minimum Notice Period to expire at the end of the Initial Term or each subsequent Renewal Term.

3  Services

3.1 Lantern shall:

a)  provide or make available the Services and grant a licence to the Data to the Client in the Territory in accordance with the Service Description and the Supplementary Terms, as applicable;

b)  use all reasonable care and skill in the performance of the Services (including in the collection and collation of any data on which the Services are based or which is comprised within the Services);

c)  in providing the Services comply with Applicable Law; and

d)  use suitably qualified personnel in the provision of the Services.

3.2 Where the Services are made available to the Client via the Platform Lantern grants to the Client (and the Client’s notified agent or agreed fund administrator or supplier who access the Platform for the purpose of Client Data upload or to enable such party to provide services to the Client) a limited, revocable, non-exclusive, non-transferable licence during the Term to access and use the Platform.

Service Limitation

3.3 Notwithstanding Clause 3.1, Lantern’s services are not intended to be used as the basis for any business decision, nor to relieve the Client of its obligation to comply with its own obligations under Applicable Law. The Data licensed under this Agreement (unless stated otherwise) is based upon data which is produced by Lantern and its Affiliates, is provided by the Client and/or third parties, or is obtained from public sources and the accuracy and/or completeness of it would not be possible and/or economically viable for Lantern to guarantee. Lantern’s services may include models and techniques based on statistical analysis, probability and predictive behaviour. The Client acknowledges that it is prudent to use, and it is responsible for using, the Services as one of a number of factors in its decision-making process, and for determining those other factors. Therefore, Lantern may be liable if it fails to comply with its obligation under Clause 3.1 but Lantern is not able to accept any other liability for:

a)  any inaccuracy, incompleteness or other error in the Data which arises as a result of data provided to Lantern by the Client or any third party; or

b)  any failure of the Services to achieve any particular result for the Client or any Agreed Affiliate.

4 Client Group Use of the Services

4.1 If and to the extent that the Client wishes to have any of its Affiliates enjoy the benefit of this Agreement, the Client shall agree with Lantern the agreed Affiliates who shall be authorised (Agreed Affiliates), and they shall be identified as such on the Order Form.  Acceptance of Agreed Affiliates shall be at Lantern’s absolute discretion and Lantern may, acting reasonably, withdraw its acceptance of an Agreed Affiliate on notice at any time.

4.2 Only Agreed Affiliates will enjoy the benefits of any Licence provided always that the Client shall procure that each such Agreed Affiliate is aware of and complies with the same obligations imposed on the Client under this Agreement (as if the Agreed Affiliate were the Client).  Lantern agrees that the Agreed Affiliates may receive the benefit of any Licence, provided that the Client:

a)  is entirely liable and responsible to Lantern for each Agreed Affiliate’s compliance with the same obligations as the Client under this Agreement;

b)  be entirely liable and responsible for paying the Fees (including any fees payable for use of the Licensed Data by any Agreed Affiliate);

c)  be entirely liable and responsible for any Loss suffered by Lantern in connection with this Agreement arising out of an act or omission of an Affiliate of the Client and such Losses shall be recoverable from the Client to the same extent that the Client would be liable were the relevant act or omission to have been committed by the Client; and

d)  indemnify and hold harmless Lantern and its Affiliates from and against any Loss arising out of or related to or in connection directly or indirectly with a claim of any kind against Lantern by any Agreed Affiliate relating to or connected with the licence for the Data, provision of Services or any other benefit under this Agreement.

5 Client Obligations

5.1 The Client is responsible for the installation, operation and maintenance of any telecommunication lines, equipment, software any other arrangements necessary for the Client to receive the Services from Lantern, including as necessary to access the Platform.

5.2 The Client shall:

a)  comply with this Agreement, the Supplemental Terms and any other terms notified to the Client by Lantern which shall apply in relation to each applicable Service and the use of the Data;

b)  ensure each of the Agreed Affiliates comply with the terms of this Agreement;

c)  ensure each of the Authorised Users comply with the Platform Terms of Use and the Platform Privacy Policy;

d)  provide Lantern with any information or assistance (including the Client Data) which the parties have agreed the Client shall provide in order for Lantern to provide the Services and otherwise perform its obligations under this Agreement, and shall use all reasonable endeavours to ensure that any such information provided to Lantern is complete, accurate and in the agreed format.

5.3 Without limiting the generality of Clause 5.2(d), the Client grants to Lantern and each of its Affiliates, and their subcontractors a non-exclusive perpetual, royalty free, transferable, worldwide licence for Lantern and its Affiliates to receive, process and use the Client Data, and share Client Data with its Affiliates and subcontractors, for the purpose of:

a)  providing the Services;

b)  supporting Lantern in the provision of the Services; and

c)  generating the Lantern Data.

5.4 The Client:

a)  shall not sell, transfer, sub-license, distribute, publish, commercially exploit or otherwise make available to, or use for the benefit of, any third party the Services, the Lantern Materials or the Data provided under this Agreement for any other purpose other than the Permitted Purpose;

b)  not (and will not allow any third party to) adapt, alter, modify, reverse engineer, de-compile or otherwise interfere with any Services or the Data, Lantern Materials provided under this Agreement without the prior written consent of Lantern or as otherwise permitted by law;

c)  will not Manipulate the Data in any way, unless expressly permitted in the Supplementary Terms, as to create Client Derived Data;

d)  shall not use the Services, Lantern Materials or the Data:

i)    in breach of Applicable Law; or

ii)   for any unlawful purpose;

iii)  in any way which in the absolute opinion of Lantern would be considered to bring Lantern or any of its Affiliates, the Services or the Data into disrepute.

6 Permitted Users

6.1  All access to the Services and the Platform by the Client and Permitted Users is subject to compliance with the Platform Terms of Use and the Platform Privacy Policy which can be found on Lantern’s website.

6.2  The Client shall, and shall procure that each Permitted User shall:

a)  comply with the Platform Terms of Use and the Platform Privacy Policy and all relevant provisions of this Agreement;

b)  ensure that all Platform Access Materials are kept secure;

c)  implement appropriate security practices to prevent, unauthorised access, copying, modification, reproduction, or distribution of any Platform Access Materials; and

d)  not lend, share, transfer or otherwise misuse the Platform Access Materials.

6.3  If the Client becomes aware of any misuse of any Platform Access Materials that could compromise the security or integrity of the Platform or the Data or otherwise adversely affect Lantern or any of its Affiliates, or if the Client learns or suspects that any Platform Access Materials have been compromised, revealed to or obtained by any unauthorised person:

a)  the Client shall, at the Client’s expense promptly notify Lantern and fully co-operate with Lantern to remedy the issue as soon as reasonably practicable;

b)  the Client shall remain liable for any and all Fees for the Services incurred in connection with the use of any Platform Access Materials, until the Client has informed Lantern of any misuse or loss of Platform Access Materials;

c)  Lantern may suspend the Client’s rights under this Agreement until the misuse, security breach or unauthorised disclosure of the Platform Access Materials is remedied; and

d)  the Client shall co-operate with Lantern’s reasonable security investigations and take all such actions as Client shall reasonably direct to remedy the misuse, security breach or unauthorised disclosure.

6.4 The parties agree that:

a)  the terms of Clause 13 (Liability) shall apply on an aggregate basis across all claims that may be brought by the Client and/or a Permitted User under or in connection with this Agreement; and

b)  if the Client’s rights under this Agreement terminate (for whatever reason), the Permitted Users rights shall also automatically terminate (without further notice and without liability to Lantern).

7 Fees and Payment Terms

7.1 In consideration of the provision of the Services, the Client shall pay Lantern the Fees set out in the Order Form.

7.2 Apart from any sums which are stated in the Order Form to be payable in accordance with a specified payment timetable,

a)  Fees for (one-time) onboarding services shall be invoiced and paid in advance;

b)  Fees for the Services shall be invoiced and payable 12 months in advance; and

c)  All other sums which may be payable by the Client to Lantern will be invoiced and payable monthly in arrears.

7.3 The Fees set out in the Order Form will be fixed, save that Lantern shall be entitled to increase the Fees as follows:

a)  Lantern shall give ninety (90) or more days’ notice of the Fees that shall apply in relation to each Renewal Term; or if no such notice, the Fees that applied in the previous period will apply, but shall increase by 5% or the equivalent rate of UK inflation as measured by the UK Retail Price Index, whichever is higher on the date of renewal; or

b)  should the assumptions upon which Lantern’s fees are based materially change or should the parties agree to the provision of additional Services beyond those set out in the Order Form, in which case additional fees shall be payable.

7.4 If the Client does not wish to accept the Fees in relation to any Renewal Term, the Client may terminate this Agreement in accordance with Clause 2.1.

7.5 All Fees payable by the Client under this Agreement are exclusive of amounts in respect VAT and any other similar tax or levy which may be payable on or in respect of the Fees.  Such taxes and levies shall be payable by the Client and shall be added to Lantern’s invoices, as appropriate, at the rate prescribed by law.  If the Client is required by Applicable Law to deduct or withhold any such tax or level from the Fees then the amount payable by the Client shall be increased so that the net amount actually received by Lantern and retained equals the Fees that Lantern would have received had such deduction or withhold not been made or required to be made.

7.6 All invoices are payable in cleared funds within thirty days of the date of the invoice.

7.7 Without limiting any other rights and remedies of Lantern, if any sum payable by the Client to Lantern is not paid in cleared funds by its due date, Lantern shall be entitled to:

a)  charge interest on the overdue amount at 4% per annum above Barclays Bank plc’s base rate from time to time. Interest will accrue on a daily basis from the due date up to the date of actual payment, after as well as before judgment. In addition,

b)  on giving written notice to the Client, suspend provision of the Services with immediate effect until the overdue amount is paid in full.

If the Client gives written notice of a good faith dispute in respect of any invoice, interest under this Clause shall only be payable once the dispute is resolved and on sums found or agreed to be due, from the due date of such disputed amount.

7.8  Except as required by Applicable Law, all Fees and any other amounts are payable by the Client in full without deduction, withholding, set-off or counterclaim for any reason whatsoever, whether arising in contract, tort (including negligence) breach of statutory duty or otherwise.

8 Intellectual Property

8.1 The Client owns all Intellectual Property Rights in the Client Data.  The Client acknowledges that it has all rights in relation to the Client Data that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.  Should any Intellectual Property Rights in the Client Data vest in Lantern, any of its Affiliates or subcontractors by operation of law, Lantern hereby assigns such rights to the Client absolutely or shall ensure that its Affiliates or subcontractors (as applicable) shall irrevocably transfer, assign and convey any right, title or interest in such rights to Client absolutely.

8.2 The Client grants to Lantern and its Affiliates, together with a right to sub-licence to any subcontractor appointed by Lantern or its Affiliates, a non-exclusive worldwide perpetual right to process, store, access, use, transmit, copy, display, disclose or modify the Client Data, as reasonably necessary to:

a)  provide the Services (including to address/ prevent any technical problems);

b)  verify the Client’s compliance with this Agreement;

c)  subject to Clause 8.3 create the Lantern Derived Data or Machine Output Data which is generic and use the same to improve and enhance its services and solutions provided that no Derived or Machine Output Data when presented to a third party, or licensed to a third party shall identify the Client, any of its Affiliates or investors and will only be presented or licensed in anonymised aggregate form.

8.3 In relation to Client Data made available to Lantern to enable it to provide the Portfolio Monitoring Services (as applicable), Lantern confirms that no further use shall be made of such Client Data or the data generated or created by Lantern for the Client in its provision of the Portfolio Monitoring Services for the Client.    For the avoidance of doubt this does not prevent or limit Lantern’s creation of Machine Output Data relating to the provision of the Portfolio Monitoring Services.

8.4 The Client acknowledges and agrees that Lantern, its Affiliates or its third party licensors owns all rights, title and interest in and to the Intellectual Property Rights in the Services, the Data, the Platform and the Lantern Materials, which shall include, any and all right, title and interest in any learning, learned behaviours, modifications, and other derivatives or inferences of the Services, the Data or that is a result of processing, analysing, training and any other interaction of the Client Data.

8.5 Except as expressly stated in this Agreement, this Agreement does not grant the Client any rights to, under or in, any Intellectual Property Rights in respect of the Services, the Data, the Platform or the Lantern Materials. Where and to the extent that any Intellectual Property Rights in the Services, the Data, the Platform and the Lantern Materials vests in the Client, or any of its Affiliates, or Permitted Users by operation of law, Client hereby irrevocably transfers, assigns and conveys any right, title or interest in such rights to Lantern absolutely or shall ensure that its Affiliate or Permitted User (as applicable) shall irrevocably transfers, assigns and conveys any right, title or interest in such rights to Lantern absolutely.

8.6 The grant of licence for the Data by Lantern shall be as set out in the applicable Supplemental Terms.

8.7 The Client acknowledges that:

a)  reference in any element of the materials provided by Lantern to trade names or proprietary products where no specific acknowledgement of such names or products is made does not imply that such names or products may be regarded by Client as free for general use, or outside the scope of use authorised by this Agreement;

b)  Lantern and its Affiliates shall have the right to use and exploit, as it determines, the Machine Output Data, Derived Data, the Synthetic Benchmarking Data or the Lantern Materials;

c)  Lantern and its Affiliates shall have the right to exploit and include in the Services or any other products and other services, any suggestions, enhancement requests, feedback or recommendations provided by Client, its employees, contractors and users to Lantern without any obligation to Client.

9 Confidentiality

9.1 Each party shall keep confidential all Confidential Information in its possession relating to the other party and its Affiliates and its affairs or business unless otherwise permitted by the terms of this Agreement.

9.2 Neither party shall disclose or share Confidential Information relating to the other without the prior’s written consent, except:

a)  where requested to do so by the other Party;

b)  if expressly permitted to do so by the terms of this Agreement;

c)  to the other Party and its respective Affiliates, employees, permitted agents, permitted delegates, auditors and/or professional advisors on a “need to know” basis and on the condition that the relevant disclosee agrees to keep the Confidential Information confidential or is in any event subject to confidentiality obligations as a matter of law or professional practice;

d)  by Lantern to its Affiliates in connection with the provision of central support services, risk, compliance and legal oversight;

e)  by Lantern’s auditors in connection with any audit it does of Lantern and the Services it provides;

f)   by Lantern to its professional advisors and any other service providers;

g)  by the Client to Permitted Users, its employees, Affiliates, and contractors to the extent required to make use of the Platform or the Services; or

h)  to the extent required by Applicable Law, or any governmental, regulatory or supervisory body, or in connection with any legal, administrative or arbitration proceedings.

9.3  As a condition of the rights set out in Clause 9.2 the party wishing to exercise the rights must:

a)  ensure that any person to whom it discloses Confidential Information is under an obligation of confidentiality which is substantially the same as set out in this Clause 8 in relation to such Confidential Information; and

b)  procure that such persons observe the restrictions in this Clause 8.

9.4 The restrictions in Clause 9.2 do not apply to any information to the extent that it:

a)  is independently developed by the recipient without access to or use of the Confidential Information of the disclosing party; or

b)  is required to be disclosed by law or by a court of competent jurisdiction or by any regulatory body or in accordance with the rules of any recognised stock exchange.

9.5 The parties acknowledge that from time to time the parties may discuss the provision of additional and/or new products and services by Lantern to the Client. In such circumstances the parties agree that:

a)  the terms of this Clause 8 shall apply to any such discussions and any ideas and output developed as part of those discussions;

b)  references in this Clause 8 to a recipient’s obligations and the purposes of this Agreement shall be deemed to refer to the assessment of the provision of products and/or services by Lantern to the Client; and

c)  the recipient shall return to the other party all materials containing the other party’s Confidential Information immediately upon demand by the other party.

9.6 Subject to the terms of this Agreement, and any perpetual licences granted under this Agreement or otherwise as may be required by Applicable Law, on the termination of this Agreement, and subject to any perpetual licence granted, each party shall:

a)  destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information; and

b)  ease all the other party’s confidential information from its systems and devices.

10 Warranties

10.1 Subject to Clause 3.3 Lantern warrants that:

a)  it has the right to grant the licence in the Data;

b)  that the Services will substantially conform in all material respects to the Service Description.

10.2 Lantern does not warrant that:

a)  the Client’s use of the Services or operation of the Platform will be uninterrupted, free of harmful code, error free or that the Platform will operate in conjunction with any other software, equipment or hardware unless expressly agreed and set forth in the Order Form; or

b)  that the Services, the Data and/or the information obtained by the Client through the Services will meet the Client’s requirements.

10.3 Lantern is not responsible for any delays, delivery failures, or any other Loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services and Data may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

11 Audit

11.1 The Client shall:

a)  permit Lantern or its auditors (on reasonable notice and during normal working hours and (save where the Client is, or is reasonably suspected of being, in material breach of this Agreement) no more than once per Contract Year) to audit the Client’s compliance with its obligations under this Agreement in relation to the use of the Platform and any Data or other Lantern Materials. If Lantern wishes to carry out an additional audit in any Contract Year, it shall reimburse the Client for any costs reasonably and properly incurred in connection with supporting such additional audit, save where such audit results from a known or suspected breach of the terms of this Agreement.

11.2 Lantern shall in carrying out the audit:

a)  observe the Client’s reasonable procedures relating to the protection of confidential information about any clients or Clients of the other party; and

b)  take all reasonable steps to minimise disruption to the Client’s business during such audit.

12 Third Party Claims

12.1 Subject to Clause 12.2, each party shall fully indemnify the other party against:

a)  any amounts paid by the indemnified party to any third party as a result of or in connection with any claim which that third party brings against the indemnified party alleging that its Intellectual Property Rights are infringed by the provision by the indemnifying party to the indemnified party of the indemnifying party’s data or materials or the use of the indemnifying party’s data or materials by the indemnified party as permitted by the terms of this Agreement (IP Claim); and

b)  any associated legal expenses reasonably and properly incurred.

12.2 The indemnities in Clause 12.1 shall not apply to the extent that any IP Claim arises as a result of use of any infringing data or materials supplied or developed by the indemnified party, and are subject to the indemnified party:

a)  notifying the indemnifying party promptly on becoming aware of any matter or IP Claim to which the indemnity might relate;

b)  not making any admission, settlement or payment in respect of such matter or IP Claim, other than a payment made pursuant to a court order, without the prior written consent of the indemnifying party (such consent not to be unreasonably withheld or delayed); and

c)  allowing the indemnifying party, where appropriate, to appoint legal advisers of its choice and to conduct and/or settle negotiations and/or proceedings relating to such matter or IP Claim and the indemnified party shall comply with the indemnifying party’s reasonable requests in the conduct of any such negotiations and/or proceedings.

12.3 If any IP Claims are made, or in Lantern’s reasonable opinion are likely to be made, by any third party alleging that its Intellectual Property Rights are infringed by the Client’s use of the Services, the Data or materials provided by Lantern as permitted by the terms of this Agreement, Lantern may at its sole option and expense:

a)  procure for the Client the right to continue using the relevant data or materials (or any part of them) in accordance with the terms of this Agreement; and/or

b)  modify the relevant data or materials to avoid the infringement or replace the relevant data or materials with non-infringing data or materials, whilst still providing the same, or substantially similar, functionality to the infringing data or materials.

12.4 Neither party shall have any liability for any IP Claim to the extent that the IP Claim is based on or arises from:

a)  the indemnified party’s modification of the data or materials provided by the indemnifying party;

b)  the combination of the data or materials, or any portion thereof, with any other data or materials which is not otherwise expressly authorised or otherwise contemplated in accordance with this Agreement; or

c)  the infringement would not have occurred if the indemnified party had followed the indemnifying party’s instructions or directions.

12.5 The Client shall fully indemnify Lantern against any claims and/or Losses incurred by or awarded against Lantern, or any of its Affiliates or third party licensors, arising out of or in connection with the Client’s breach of Lantern’s grant of licence in the Data.   The Client acknowledges that each of Lantern’s Affiliates and third party licensors has the benefit of and may enforce (subject to the exclusions and limitations set out in Clause 13) the provisions of this Clause 12.5 as if each reference to Lantern were replaced by that Affiliate or third party licensor (as the case may be).

13 Liability

13.1 The Client acknowledges and agrees that:

a)  the use and interpretation of the Data requires specialist skill and knowledge;

b)  it has such skill and knowledge and undertakes that it will exercise it and appropriate judgement when using the Data;

c)  it will be solely responsible, as against Lantern and its Affiliates, for any opinion, recommendations, forecasts or other conclusions made or actions taken by Client, any Affiliate or Permitted User or any other third party based (wholly or in part) on the Data;

d)  it is best placed to ascertain any likely loss it may suffer in connection with Lantern’s grant of licence in the Data, and that therefore it shall make appropriate insurance arrangements to address the risk of any such loss and that the provisions of this Clause 13 are reasonable in the circumstances.

13.2 Neither party excludes or limits its liability to the other for any of the following (and nothing in this Agreement shall be construed as excluding or limiting such liability):

a)  for breach of its obligations under section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982;

b)  for personal injury or death resulting from its negligence or that of its employees, agents and/or sub-contractors;

c)  for breach of Clause 9 (Confidentiality);

d)  for any matter which it would be illegal for that party to exclude and/or limit, or attempt to exclude and/or limit, its liability; or

e)  for that party’s fraud or fraudulent misrepresentation.

13.3 The Client shall not exclude or limit its liability to Lantern for a breach of the licence terms granted to it in Clause 3 of Section B and Clause 2 of Section C and/or Section D.

13.4 Except as provided in Clauses 13.1, 13.2, 13.3 13.5 and 13.6, the aggregate liability of each party to the other in respect of any Losses suffered by it arising out of or in connection with this Agreement (whether in contract, negligence, breach of statutory duty or under any indemnity or otherwise) shall be limited to an amount equal to the Fees paid in the 12 month period immediately prior to the Loss suffered.

13.5 The limitations in Clause 13.4 shall be in addition to the obligation of the Client to pay the Fees and charges under this Agreement.

13.6 Subject to Clause 13.1, neither party shall be liable to the other (whether in contract, negligence, for breach of statutory duty or under any indemnity or otherwise) for:

a)  any indirect or consequential loss;

b)  the following types of loss:

i)    loss of profits, loss of business or loss of or damage to reputation or goodwill; or

ii)   any indirect or consequential losses,

even if that party had notice of the possibility of the other party incurring such losses.

14 Compliance

14.1 Each party will cooperate and share information with the other as reasonably necessary from time to time to ensure that both parties discharge their regulatory obligations.

14.2 Without prejudice to the general obligations under Clause 14.1, each of the parties shall in connection with this Agreement:

a)  comply with all Applicable Law;

b)  comply with Anti Bribery and Tax Evasion Laws, Anti-Slavery Laws and Anti-Money laundering Laws;

c)  not engage in any activity, practice or conduct which would constitute an offence under Anti Bribery and Tax Evasion Laws; and

d)  if deemed appropriate pursuant to Anti Bribery and Tax Evasion Laws, have and maintain in place throughout the Term of this Agreement its own policies and procedures, to ensure compliance with Anti Bribery and Tax Evasion Laws and enforce them where appropriate.

14.3 No Party shall engage in modern slavery or human trafficking and each party shall take all reasonable steps to ensure that modern slavery and human trafficking are absent from its supply chains and from those of its Affiliates and counterparties.

15 Termination

15.1 Either party shall be entitled to terminate this Agreement immediately by serving written notice on the other party in the event of:

a)  the other party in whole or in part, becoming insolvent or going into liquidation (other than a voluntary liquidation for the purpose of reconstruction or amalgamation upon terms previously approved in writing by the other Party) or a receiver being appointed in respect of any of its assets or if some event having equivalent effect occurs;

b)  the other party committing a material breach of this Agreement and, if such material breach is capable of remedy, the defaulting party not making good such a breach within thirty days of service upon the defaulting party of a notice requiring it to remedy such a breach;

c)  the other party suffers the occurrence of a Force Majeure Event which has resulted in the suspension or disruption of all or a material part of the Services for a period exceeding thirty (30) days; or

15.2 Lantern may terminate this Agreement:

a)  on notice if it ceases to be permitted or qualified under Applicable Law or its internal risk management policies to provide the Services or a condition being attached to any regulatory licence or permission held by Lantern, one of its Affiliates or the Client which would have a material adverse effect on Lantern’s ability to provide the Services;

b)  without prejudice to its other rights and remedies if the Client fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make that payment;

15.3 The termination of the licences granted under this Agreement for any reason shall not give either party any right to claim from the other or impose on either party any liability to pay compensation, indemnity or reimbursement whatsoever by reason of such termination, but termination shall be without prejudice to any rights or remedies available to, or any obligations or liabilities accrued to, either party at the effective date of termination.

15.4 On termination of this Agreement for any reason the Client shall immediately pay any outstanding amounts owed to Lantern under this Agreement within a reasonable period, being no later than 30 days following the date of termination.

15.5 Termination of this Agreement (or of any element of it) shall not affect any rights, obligations or liabilities of either party:

a)  which have accrued before termination; or

b)  which are intended to continue to have effect beyond termination.

15.6 Upon termination of this Agreement (or the relevant elements of it) and subject to Clause 13.4:

a)  the parties shall each promptly return the Confidential Information of the other party to its owner;

b)  the Client shall, at Lantern’s request either return any Data and Lantern Materials to Lantern or destroy such materials and, if destroyed, provide a certificate stating that such materials have been destroyed; and

c)  subject to Clause 9.6, Lantern shall promptly return any Client Data to the Client on request.

15.7 The obligations under Clause 15.6 shall not apply where it is necessary to retain any Confidential Information, Lantern Materials or Client Data to exercise any rights granted under this Agreement which are intended to survive termination of this Agreement and/or to the extent that retention is required by law or any applicable governmental or regulatory authority, for audit requirements, or where electronic records have been automatically backed up to a backup or recovery system in the ordinary course of business for disaster recovery purposes. The terms of this Agreement (including Clause 9 (Confidentiality) and 18 (Data Protection) shall continue to apply to any information or materials retained.

15.8 The licences granted by Lantern under this Agreement will automatically expire on termination of this Agreement for any reason and the Client shall, other than as set out in Clause 15.7, cease to use all Lantern Materials and Data.

15.9 The Licence granted by the Client under this Agreement will automatically expire on termination of this Agreement for any reason and Lantern shall, other than set out in Clause 9.6 and Clause 15.7., cease to use all Client Data.

16 Force Majeure

16.1 Neither party will be in breach of this Agreement nor liable for any delay or failure in the performance of its obligations under this Agreement if such delay or failure is due to an event of Force Majeure.

16.2 If the Force Majeure persists for a period of thirty days or more, the party not claiming Force Majeure may give notice to the other to terminate this Agreement with effect from a date specified in the notice without penalty or other liability (except for any liability on the Client to pay accrued fees).

17 Non-solicitation

17.1   The Client shall not solicit or employ (or procure the solicitation or employment of) any employee of Lantern or its Affiliates who has been involved in the provision of the Services at any time within the previous twelve months and this undertaking shall remain in full force and effect for twelve months following termination of this Agreement. This restriction shall not apply to unsolicited applications received in response to general job advertisements and/or recruitment campaigns which are not targeted at the individual concerned or employees generally.

18 Data Protection

18.1 The parties acknowledge that in relation to the Processing of Personal Data by either Party under and in accordance with this Agreement the factual arrangement between them dictates the role of each party under the Data Protection Legislation.

18.2 Notwithstanding Clause 18.1, the parties acknowledge and agree:

a)  in relation to any Personal Data contained within the Client Data which may be Processed by Lantern in the provision of the Portfolio Monitoring Services, the Client shall be the Controller and Lantern shall act as Processor and the terms of Clause 18.5 shall apply;

b)  in relation to any Personal Data contained within any Client Data shared with Lantern and from which Lantern creates the Machine Output Data, the Lantern Derived Data or the Synthetic Benchmarking Data, or otherwise Processes for its own business purposes ancillary to the provision of the Services (for example, customer due diligence, customer management and marketing purposes) the Parties agree that Clause 18.5 shall not apply to such processing of Personal Data. In relation to such processing of Personal Data, the Client shall:

i)    provide the Data Privacy Notice to the Data Subjects prior to the Client providing such Data Subjects’ Personal Data to Lantern;

ii)   obtain any consent from the Data Subjects as requested by Lantern in the form and manner as instructed by Lantern; and

iii)  provide evidence of its compliance with sub-clauses (i) and (ii) above upon request from Lantern; and

c)  each party shall share and Process Personal Data, as independent Controllers, in relation to each party’s representatives.in order to, as appropriate,(a) administer and provide the Services; (b) request and receive the Services; (c) compile, dispatch and manage the payment of invoices relating to the Services; (d) manage this Agreement and resolve any disputes relating to it; (e) respond and/or raise general queries relating to the Services; and (f) comply with their respective regulatory obligations.  Each party shall process such data in accordance with their respective privacy policies.  The parties acknowledge that they may be required to share Personal Data with members of their Group and other relevant parties, within or outside of the country of origin, in order to carry out the activities listed in this Clause and in doing so each party will ensure that the sharing and use of this Personal Data complies with applicable Data Protection Legislation

18.3 Both parties undertake to comply with all Data Protection Legislation applicable in relation to this Agreement and to implement appropriate technical and organisational measures to ensure a level of data security relating to the Personal Data of the other party appropriate to the risk presented by any processing.

18.4 The Client:

a)  shall ensure that it has all necessary appropriate consents and notices in place to enable Lantern to Process Personal Data pursuant to this Agreement.

b)  confirms that the Personal Data transferred to Lantern, and the Processing undertaken by Lantern in the course of providing the Services as a Processor, have a valid lawful basis under the Data Protection Legislation.

18.5 Where Lantern acts as a Processor of Personal Data it shall:

a)  process the Personal Data only in accordance with the Client’s instructions unless Lantern is required to Process the Personal Data for any other purpose under Applicable Law, Lantern will inform he Client of any such requirement unless Applicable Law prohibits such notification;

b)  comply with the obligations imposed upon a Processor under the Data Protection Legislation and shall co-operate with Client and take all such action as is necessary to enable Client to comply with its obligations under the Data Protection Legislation and shall not perform its obligations under this Agreement in such a way as to cause Client to breach any of its obligations under the Data Protection Legislation, expressly and without limitation, Lantern shall comply with the obligations set out in Articles 28(2), (3), and (4) and Articles 32 to 36 (as applicable to a Processor) of the UK GDPR;

c)  have the right to disclose the Client Personal Data to its Affiliates and third party sub-processors where such sub-processing is in connection with the Services, without the Client’s prior written consent provided that Lantern shall ensure that any sub-processor will comply with the terms of this Clause 18.5;

d)  have the right to transfer Personal Data outside the UK or the European Economic Area subject to compliance with the data transfer requirements set out in the Data Protection Legislation;

e)  notify the Client without undue delay after becoming aware of a Personal Data Breach relating to the Personal Data and provide reasonable assistance to the Client in complying with its personal data breach notification obligations; and

f)   upon the Client’s reasonable request provide Client with reasonable information to demonstrate its compliance with this Clause 18.5.

18.6 Each of the Parties acknowledges and agrees that information contained within the Order Form is an accurate description of the Data Protection Particulars.

19 General

19.1 This Agreement and the documents referred to in it set out all the terms agreed between the parties relating to the subject matter of this Agreement and supersedes any previous agreement between the parties (whether oral or written) relating to the same subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any warranty or representation (whether made innocently or negligently) that is not set out in this Agreement. Nothing in this Clause shall limit or exclude any liability for fraudulent misrepresentations.

19.2 Any notices to be sent by one party to the other in connection with this Agreement except for the service of Court proceedings shall be in writing and shall be sent by:

a)  first class post (or equivalent service offered by the postal service from time to time) to the addresses of each party as set out in the Order Form for this purpose and notices sent in this way shall be deemed to have been duly given two clear Business Days after the date of posting; or

b)  email to the email addresses of each party as set out in the Order Form for this purpose and notices sent in this way shall be deemed to have been duly given at 9.00 am (GMT) on the next Business Day after transmission.

19.3 If either party fails to exercise a right or remedy that it has or which arises in relation to this Agreement, such failure shall not prevent that party from exercising that right or remedy subsequently in respect of that or any other incident.

19.4 A waiver of any breach or provision of this Agreement shall only be effective if it is made in writing and signed on behalf of the party who is waiving the breach or provision. Any waiver of a breach of any term of this Agreement shall not be deemed a waiver of any subsequent breach and shall not affect the enforceability of any other term of this Agreement.

19.5 Variations of this Agreement shall not be effective unless recorded in writing signed by the authorised representatives of each party.

19.6 The Client may not assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it, or purport to do any of these things, without the prior written consent of Lantern (such consent not to be unreasonably withheld or delayed).

19.7 Except as set out in Clause 12.5 a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.

19.8 Each party shall, at the reasonable request and cost of the other party, do whatever is reasonably required to give the other party the full benefit of all the provisions of this Agreement.

19.9 This Agreement may be executed in any number of counterparts.

19.10 Nothing in this Agreement is intended to, or shall, operate to create a partnership or joint venture of any kind between the Client and Lantern, authorise either party to act as agent for the other party, or authorise either party to act in the name or on behalf of, or to otherwise bind, the other party in any way.

19.11 This Agreement and all matters arising out of it shall be governed by, and construed in accordance with, the laws of Jersey. The Royal Court of Jersey shall have exclusive jurisdiction over any claim or matter which may arise out of or in connection with this Agreement.

Appendix 1
Definitions and interpretation

1 Definitions

1.1 Capitalised terms and expressions shall have the meanings given to them in the Order Form, any Supplementary Terms as applicable, and otherwise as set below.

Affiliates means in relation to a company, corporation or partnership (i) a company, corporation or partnership which is controlled, directly or indirectly, by the first mentioned company, corporation or partnership; (ii) a company, corporation, partnership or natural person which controls, directly or indirectly, the first mentioned company, corporation or partnership; (iii) a company, corporation or partnership which is, directly or indirectly, controlled by the same company, corporation, partnership or natural person as the first mentioned company, corporation or partnership. For the purpose of this definition, “control” means, in relation to a company, corporation or partnership, having the ability, whether through contract or otherwise, to direct its affairs and/or to control the composition of its board of directors or equivalent body;

Agreed Affiliates means those Affiliates of Client authorised to use and take the benefit of the Services in accordance with Clause 4;

Agreement means the agreement between Lantern and the Client incorporating the Section A (Order Form), Section B (Core Terms) and any of the Supplementary Terms for the applicable Services agreed to and set out in the Order Form, including as contained in Section C (Synthetic Benchmarking) or Section D (Portfolio Monitoring) as well as the Platform Terms of Use and Platform Privacy Policy;

Anti-Bribery and Tax Evasion Laws means in relation to a Party, Applicable Laws relating to anti-bribery and tax evasion;

Anti-Money Laundering Laws means in relation to a Party, Applicable Laws relating to anti-money laundering;

Anti-Slavery Laws means in relation to a Party, Applicable Laws relating to anti-slavery;

Applicable Law means, in relation to a Party, all laws (including, without limitation, statutory, customary and/or common law (as the case may be) and regulations to which the relevant Party is subject, together with any associated codes of practice, rules and/or guidance having the effect of law or with which it is customary for persons having the same legal or regulatory status as the relevant Party, or conducting business substantially similar to that of the relevant Party, to comply, as amended or replaced from time to time;

Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks in the jurisdiction(s) in or from which the Services are provided are generally open for business;

Client means the entity or entities referred to in the Order Form, and such other entity or entities as may be agreed upon from time to time in writing between Lantern and the Client;

Client Data means any of the data (including Client Personal Data) supplied by or on behalf of the Client to Lantern in connection with this Agreement and the provision of the Services;

Client Derived Data means data created by the Client which uses Synthetic Benchmarking Data or Portfolio Monitoring Data as input;

Commencement Date means the commencement date set out in the Order Form or in the absence of such date then the date on which this Agreement is signed by the final signatory;

Confidential Information means any non-public legal, commercial, financial, technical or other information or data of whatever kind or nature and in whatever form (whether written or otherwise) relating to a Party and/or any of their respective Affiliates (including, for the avoidance of doubt, this Agreement) which is disclosed to or which is otherwise obtained (directly or indirectly) by the other Party and/or any of its respective Affiliates pursuant to or in connection with this Agreement. For the avoidance of doubt, “Confidential Information” does not include information about a Party (“Party A”): (i) which is publicly available at the time it was disclosed to another Party (“Party B”) or which subsequently comes into the public domain, in each case otherwise than through an unauthorised disclosure or other act or omission by any person in breach of an obligation of confidentiality; (ii) which can be demonstrated by supporting documents was lawfully in the possession of Party B prior to it being supplied to Party B; or (iii) which is made available to Party B on a non-confidential basis by a party other than Party A, provided that the source of such information is not subject to any contractual, fiduciary or legal obligation to keep such information confidential. For the avoidance of doubt, the Party seeking to establish an exception to the confidentiality obligations under this Agreement shall bear the burden of proof;

Contract Year means a twelve calendar month period from the Commencement Date or any anniversary of the Commencement Date, or, if this Agreement is for a Term of less than twelve calendar months, the Term;

Core Terms means the provisions set out in Section B;

Data means Synthetic Benchmarking Data, Portfolio Monitoring Data or other data provided to Client in the performance of the Services and licensed to the Client by Lantern in accordance with the terms of this Agreement;

Data Protection Legislation means the GDPR; Directive 2002/58/EC; the Data Protection Act 2018; the Luxembourg Law of 1 August 2018 organising the National Commission for data protection and the general system on data protection, as amended from time to time; the Data Protection (Jersey) Law 2018; the Data Protection (Bailiwick of Guernsey) Law 2017, the Privacy and Electronic Communications Regulations 2003 (as amended) and any legislation and/or regulation implementing or made pursuant to any of the foregoing, or which amends, replaces, re-enacts or consolidates any of the foregoing and all other Applicable Laws relating to processing of personal data and privacy that may exist in any relevant jurisdiction;

Fees means the fees to be paid by the Client to Lantern in consideration of the provision of the Services as set out in the Order Form;

Force Majeure Event means an event which is beyond the reasonable control of either party including an event which falls into one or more of the following categories: strike, lock‑out or labour dispute (unless of the affected party’s own staff); act of God, fire, flood and storm; failure of a utility service or transport or telecommunications network; accident, breakdown of plant or machinery or default of suppliers, sub-contractors or other third parties; war, military action, riot, civil commotion, terrorism; pandemic or epidemic; explosion; or malicious damage;

GDPR means in each case to the extent applicable to the processing activities (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data; (ii) Retained Regulation (EU) 2016/679, as applicable in relation to the general processing of personal data and part of UK domestic law by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (as amended);

Initial Term means the period specified as such in the Order Form;

Intellectual Property Rights means: (a) patents, utility models, supplementary protection certificates, petty patents, inventions (whether patentable or not), registered designs, rights in copyright (including authors’ and neighbouring or related rights), database rights, design rights, semiconductor topography rights, mask work rights, trademarks and service marks; (b) all registrations or applications to register any of the items referred to in this paragraph  and (c) all rights in the nature of any of the items referred to in limbs (a) and (b) of this paragraph including continuations, continuations in part and divisional applications, reputation, personality or image, trade names, business names, brand names, get-up, logos, domain names and URLs, rights in unfair competition and, without prejudice to anything set out elsewhere in this definition, rights to sue for passing off and all rights having equivalent or similar effect to, and the right to apply for any of, the rights referred to in this definition in any jurisdiction

Lantern Data means the data generated, derived or inferred by Lantern or any of its Affiliates from the Client Data, or such other third party data which it owns or licences and expressly which includes the Machine Output Data, the Synthetic Benchmarking Data and the Lantern Derived Data.

Lantern Derived Data means information, data and materials that are derived, inferred from, prepared or generated by Lantern and/or its sub-contractors or Affiliates pursuant to and/or as a consequence of Lantern’s provision of the Services or otherwise generated by Lantern using Client Data (but excluding Client Data itself or Client Derived Data);

Lantern Materials means any software and any materials, documentation, or other items developed by Lantern or any of its Affiliates and/or licensed to the Client in connection with this Agreement;

Losses means all losses, liabilities, damages, compensation, awards, payments made under settlement arrangements, claims, proceedings, costs and other expenses including fines, interest and penalties, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, legal and other professional fees and expenses

Machine Output Data is the results and outputs of any machine learning applied to the processing of the Client Data;

Manipulate means the act of amending, adapting, modifying, altering or changing the data in any way, or to combine, aggregate or incorporate the data (wholly or in part) with other data of any kind;

Minimum Notice Period means the minimum period of notice to be served by either party to terminate this Agreement as set out in the Order Form (and if none is specified 12 months);

Portfolio Monitoring Data means data produced for the Client by Lantern directly in its provision of the Portfolio Monitoring Services;

Portfolio Monitoring Services means the portfolio monitoring services described in the Portfolio Monitoring Service Description, which, subject to agreement in the Order Form, shall be provided by Lantern under and subject to the terms of this Agreement;

Permitted Purpose means the internal business purposes of the Client in the Territory and any other purposes set out in the Order Form but excluding the provisions of services to third parties, commercialisation and other activates prohibited under this Agreement;

Permitted Users means any employee or contractor of the Client authorised by the Client to access the Platform and Services

Personal Data, Personal Data Breach, Processing, Processor shall have the definition specified in the Data Protection Legislation;

Platform means the online access platform provided by Lantern and made available to the Client and Permitted Users to access the Services;

Platform Access Materials means all passwords, user names and other login credentials or details provided by Lantern to the Client to enable Permitted Users access to the Platform;

Platform Privacy Policy means the website and Platform privacy policy, governing the processing of Personal Data by Lantern and/or any of its Affiliates in relation to the Client’s and each Permitted User’s use of the Platform, forming part of this Agreement and available at the website notified to the Client from time to time;

Platform Terms of Use means the Platform Terms, governing the Client and Permitted User’s use of the Platform, forming part of this Agreement and available at the website notified to the Client from time to time;

Renewal Term means each successive 12-month period after the Initial Term for which this Agreement is renewed.

Services means the services provided by Lantern to the Client under this Agreement as referred to in the Order Form and such other professional services as may be provided by Lantern under or in connection with this Agreement or otherwise as may be agreed between the parties from time to time including (where applicable) the Synthetic Benchmarking Services, the Portfolio Monitoring Services, third party synthetic benchmarking services, fund monitoring services, and any other data analytics, monitoring, reporting, research and development and/or thought leadership;

Service Description means any document identified as a service description in the Order Form or if none, Lantern’s standard description for the Services (or each party of them) from time to time available;

Supplementary Terms means the additional terms applicable in relation to any Service, including in relation to the Synthetic Benchmarking Services the terms set out in Section C and in relation to the Portfolio Monitoring Services the terms set out in Section D (Portfolio Monitoring);

Synthetic Benchmarking Data means any and all data created by Lantern, directly or indirectly, and licensed to the Client as part of the Synthetic Benchmarking Services as more particularly described in the Service Description;

Synthetic Benchmarking Services means the synthetic benchmarking services described in the synthetic benchmarking Service Description, which, subject to agreement in the Order Form, shall be provided by Lantern under and subject to the terms of this Agreement;

Term means the Initial Term set out in the Order Form plus any Renewal Term;

Third Party Data means any and all third party data disseminated directly or indirectly from Lantern to the Client and which forms part of the Synthetic Benchmarking Data, the Portfolio Monitoring Data or any other Data created by Lantern, or provided and licensed to Client in accordance with this Agreement;

2 Interpretation

2.1 In this Agreement, unless the context otherwise requires:

a) words importing the singular shall include the plural and vice versa;

b) words importing a gender shall include all other genders;

c) the headings are for ease of reference only and shall not affect the construction or interpretation of this Agreement;

d) references to Clauses and Schedules are to be constructed as references to Clauses and Schedules of this Agreement;

e) a reference to a person includes a natural person, corporate or unincorporated body (whether or not any of them have separate legal personality);

f) the words including, include, for example, in particular and words of similar effect shall not limit the general effect of the words which precede them;

g) reference to a party shall, upon any assignment or other transfer that is permitted under this Agreement, be construed to include those successors and permitted assigns or transferees;

h) reference to the terms of this Agreement or any other agreement or document referred to in this Agreement shall be construed as a reference to such document as amended, varied, modified, supplemented, restated, novated or replaced from time to time;

i) any state, statutory provisions or regulation shall, unless the context otherwise requires, be construed as a reference to such state, statutory provision or regulation as the same may have been or may from time to time be amended, modified, extended, consolidated, re-enacted or replaced and shall include any subordinate legislation made thereunder; and

j) a “subsidiary” or “holding company” shall be construed in accordance with the Companies (Jersey) Law 1991, as amended from time to time.

2.2 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

2.3 If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.

 

Section C: Synthetic Benchmarking Terms

1 Application 

1.1 In addition to the Core Terms, this Section C sets out the supplemental terms which shall apply in addition to Lantern’s provision of Synthetic Benchmarking Services under this Agreement.

2  Grant of Licence

2.1 Subject to the payment of the Fees set out in the Order Form and the restrictions set out in Clause 5 of the Core Terms and Clause 2.3 of this Section C, Lantern grants to the Client a non-exclusive non-transferable licence in the Territory for the Permitted Purpose to:

a) access and use the Synthetic Benchmarking Data;

b) access and use the Platform; and

c) access and use any other ancillary service as set out in the Order Form

2.2 The licence granted is made separately in respect of each individual element of Clause 2.1(a), 2.1(b) and  2.1(c) and commences on the day that each elements is made available to the Client.

2.3 The Licence granted by Lantern under Clause 2.1 shall be subject at all times to the following restrictions:

a) Lantern reserves any and all rights (including but not limited to Intellectual Property Rights) in and to the Lantern Data, Machine Output Data, the Lantern Derived Data and Synthetic Benchmarking Data which relate to Third Party Data, or derives from Third Party Data other than the limited licence rights granted in this Agreement or otherwise subject to the licence terms applicable to such Third Party Data;

b) this Agreement permits use of the Synthetic Benchmarking Data and the creation of Client Derived Data (from the Synthetic Benchmarking Data) by the Client and the right to use, copy, store, process and display the Benchmarking Data and Client Derived Data only for its internal business purposes and within its Group and solely for the Permitted Purpose;

c) the Client may provide access to Synthetic Benchmarking Data and Client Derived Data for Permitted Users that are employed or engaged by the Client solely for the Permitted Purpose;

d) the Client shall not remove, suppress or modify in any way any proprietary marking, including any trade mark or copyright notice, on or in the Synthetic Benchmarking Data and agrees to incorporate any such proprietary markings in any copies it takes of the Synthetic Benchmarking Data;

e) any display of the Synthetic Benchmarking Data or Client Derived Data by the Client shall credit wherever technically and commercially feasible Lantern, any licensor of Lantern or any other source of the Synthetic Benchmarking Data or Client Derived Data specified by lantern as the source of the Synthetic Benchmarking Data or Client Derived Data.

2.4 Notwithstanding Clause 2.3 unless specifically set out in the Order Form or agreed in writing by Lantern this licence does not include any right to:

a) create any financial product using the Synthetic Benchmarking Data or Client Derived Data

b) display the Synthetic Benchmarking Data or Client Derived Data in a systemic way, externally or in public (including but not limited to websites);

c) to resell or otherwise commercialise the Synthetic Benchmarking Data or Client Derived Data;

d) to sub-licence the Synthetic Benchmarking Data or Client Derived Data;

e) alter the Synthetic Benchmarking Data or Client Derived Data to make it inaccurate or misleading; or

f) use the Synthetic Benchmarking Data, Client Derived Data or Platform or any part thereof for any illegal purpose or otherwise than in accordance with the Applicable Laws in which the Client operates.

2.5 The Client shall be liable and responsible for each and every Permitted User’s access to and use of the Synthetic Benchmarking Data, Client Derived Data and Platform and their compliance with this Agreement.

2.6 The Client shall notify Lantern immediately if the Client becomes aware of any use of the Synthetic Benchmarking Data, Client Derived Data or Platform not in compliance with this Agreement and promptly take all reasonable steps to prevent further breach and secure an appropriate remedy including suspending the provision of the Synthetic Benchmarking Data, Client Derived Data or Platform to Permitted Users at Lantern’s request.

Section D: Portfolio Monitoring Terms

1. Application

1.1. The Portfolio Monitoring terms set out in this Section D shall apply to Lantern’s provision of Portfolio Monitoring Services under this Agreement.

2. Client Data

2.1 Client shall provide or make available to Lantern the Client Data as identified and set out in the Order Form or as otherwise agreed between the parties from time to time.

2.2 Where and to the extent that Client Data is held by a third party, Client shall procure the right for Lantern to receive the Client Data from such third party.

2.3 Notwithstanding any other term in this Agreement, the Client grants to Lantern a royalty free, non-exclusive, licence to use, copy, combine, Manipulate or adapt the Client Data it provides for the purposes of:

a) providing the Services;

b) creating the Portfolio Monitoring Data;

3 Grant of Licence

3.1 Subject to the payment of the Fees set out in the Order Form and the restrictions set out in Clause 5 of the Core Terms and Clause 3.3  of this Section D Lantern grants to the Client a non-exclusive non-transferable licence in the Territory for the Permitted Purpose to:

a) access and use the Portfolio Monitoring Data (which may include Third Party Data) for the Permitted Purposes;

b) access and use the Platform; and

c) access and use any other ancillary services set out in the Order Form

3.2 The licence granted is made separately in respect of each individual element of Clause 3.1(a), 3.1(b) and 3.1(c) commences on the day that each elements is made available to the Client.

3.3 The Licence granted by Lantern under Clause 3.1 shall be subject at all times to the following restriction:

a) Lantern reserves any and all rights (including but not limited to Intellectual Property Rights) in and to the Machine Output Data, the Lantern Derived Data and the Portfolio Monitoring Data which relate to Third Party Data, or derives from Third Party Data, other than the limited licence rights granted in this Agreement or otherwise subject to the licence terms applicable to such Third Party Data;

3.4 Notwithstanding Clause 3.3 unless specifically set out in the Order Form or agreed in writing by Lantern this licence does not include any right to:

a) create any Financial Product using the Portfolio Monitoring Data

b) display the Portfolio Monitoring Data in a systemic way, externally or in public (including but not limited to websites)

c) to resell or otherwise commercialise the Portfolio Monitoring Data;

d) to sub-licence the Portfolio Monitoring Data;

 

e) alter the Portfolio Monitoring Data to make it inaccurate or misleading; or

f) use the Portfolio Monitoring Data, or Platform or any part thereof for any illegal purpose or otherwise than in accordance with the Applicable Laws in which the Client operates.

3.5 The Client shall be liable and responsible for each and every Permitted User’s access to and use of the Portfolio Monitoring Data and Platform and their compliance with this Agreement.

3.6 The Client shall notify Lantern immediately if the Client becomes aware of any use of the Portfolio Monitoring Data or Platform not in compliance with this Agreement and promptly take all reasonable steps to prevent further breach and secure an appropriate remedy including suspending the provision of the Portfolio Monitoring Data or Platform to Permitted Users at Lantern’s request.

4 Intellectual Property Rights

4.1 The Parties acknowledge that:

a) all Intellectual Property Rights in the Client Data or any Client Derived Data are the property of the Client;

b) all Intellectual Property Rights in the Portfolio Monitoring Data, Third Party Data and Platform are the property of Lantern (or its third party licensors);

c)  neither Party shall have any rights in or to the other Party’s data other than as set out in this Agreement;

d) neither Party will, at any time, do, or omit to do, anything which is likely to prejudice the other party’s ownership (or the other party’s licensors’ ownership) of such Intellectual Property Rights;

e) neither Party shall remove, suppress or modify in any way any proprietary marking, including any trade mark or copyright notice, on or in the materials of the other party and agrees to incorporate any such proprietary markings in any copies it takes of such materials;

f) any display of the Portfolio Monitoring Data and//or the Client Derived Data by the Client shall credit wherever technically and commercially feasible Lantern, any licensor of Lantern or any other source of the Portfolio Monitoring Data and//or the Client Derived Data specified by Lantern as the source of the Portfolio Monitoring Data and//or the Client Derived Data.

4.2 In relation to Client Data made available to Lantern to enable it to provide the Portfolio Monitoring Services, Lantern confirms that no further use shall be made of such Client Data or the Portfolio Monitoring Data generated or created by Lantern for the Client in its provision of the Portfolio Monitoring Services for the Client. For the avoidance of doubt this does not prevent or limit Lantern or its Affiliates creation of Machine Output Data relating to the provision of the Portfolio Monitoring Services.