Introduction

waverley.global monitors information sources throughout the world and provides to third parties information resulting from such monitoring in the form of news and information (hereinafter the “Report” or “Reports”). This news and information is held on our website. waverley.global will grant you access to this information subject to the following terms and conditions.

Agreement

The terms "waverley.global” and "You/Your" shall include the parties respective employees and/or agents and/or members and/or any other third party for whose actions waverley.global and You shall respectively be responsible (including any and all end users). You agree to be bound by these terms and conditions and those in our User Agreement, Complaints Policy, Cookie Policy and Privacy Policy.

Accordingly waverley.global and You hereby agree as follows:

1. GRANT

Subject to the conditions and during the term of this Agreement, waverley.global hereby grants you the non-exclusive licence to: (i) have online access to all information on our website for your personal use; and (ii) to be alerted by waverley.global, by an email service (or such other service as waverley.global may introduce) about any new information regarding this web site that may be of use to you.

2. USAGE AND RESTRICTIONS

1. (a) You agree that all copyright and other proprietary rights in the Reports are owned by, have been licensed to waverley.global, or are of free use.
2. (b) You shall not do or allow anything that may damage or endanger, or assist or allow others to damage or endanger any intellectual property rights, or waverley.global’s title to such rights. Without the express written consent of waverley.global, you shall only use information obtained from waverley.global for your own internal or private purposes (expressly excluding any exploitation for gain) and shall not publish, distribute or transfer information obtained in the Reports or from waverley.global to any third party by any means whatsoever.
3. You shall not imply or state that you are affiliated with or endorsed by waverley.global without express consent.
4. You shall not rent, lease, loan, trade, sell access to any waverley.global service or any information or data obtained from waverley.global. You shall not sell, sponsor, or otherwise monetise any feature of waverley.global, without the consent of waverley.global.
5. You shall not remove any copyright, trademark or other proprietary rights notices contained on waverley.global or remove, cover or obscure any advertisement on waverley.global.
6. You shall not share or disclose information about others without their express consent.
7. You shall not use manual or automated software, devices, scripts robots, other means or processes to access, "scrape", "crawl" or "spider".
8. waverley.global and any related data or information and shall you use neither bots nor other automated methods to access waverley.global, add or download information, or send or redirect messages.
9. You shall not monitor the availability, performance or functionality of waverley.global for any competitive purpose.
10. You shall only access waverley.global through the interfaces expressly provided by waverley.global.
11. You shall not override any security feature of waverley.global nor interfere with the operation of, or place an unreasonable load on waverley.global, (E.g.spam, denial of service attack, viruses, gaming algorithms).

3. REPRESENTATIONS AND WARRANTIES

1. Each party warrants that it has the power and authority to enter into and perform this Agreement.
2. waverley.global is not aware of any claim that any information on our website infringes any third party copyright or any other intellectual property. waverley.global provides no warranty of ownership of copyright or accuracy in respect of the original source material from which its information derives. If you become aware of any claim that any information on our website infringes third party rights you shall promptly notify waverley.global in writing and make no admissions in respect of such claim. waverley.global may delete any information so as to avoid any alleged infringement of third party rights or potential defamation or other legal problem or if in the reasonable opinion of waverley.global such an allegation is likely to be made. You agree to do the same in respect of your own records.

4. LIABILITY LIMITATIONS AND INDEMNIFICATION

1. You shall indemnify waverley.global against all liability, damage, loss, cost or expense arising out of third party claims made resulting from your use of information from our website in breach of this User Agreement, except where such claims are attributable solely to the gross negligence of waverley.global.
2. Any warranties and indemnities with regard to any supplies under this agreement are limited to those expressly set out herein. In no circumstances, even if advised of the possibility of such, shall waverley.global be liable to you for any actual or consequential loss or damage arising from your reliance upon, use of, or inability to use information obtained from waverley.global.
3. Notwithstanding any other provision in the Agreement to the contrary waverley.global’s maximum cumulative liability to You for all losses, damages and liabilities whatsoever and howsoever arising, regardless of cause or reason therefore, which are suffered or incurred by You and which are directly or indirectly connected with the Agreement, shall be limited to €2,000 and You agree to indemnify and hold waverley.global harmless against any further liability. All limitations or exclusions of liability and all indemnities under this Agreement shall apply irrespective of whether the liability is limited or excluded or is indemnified arises in contract, tort (including negligence), for breach of statutory duty or otherwise.

5. TERMINATION, EXPIRATION AND DEFAULT

1. This Agreement may be terminated immediately upon notice by waverley.global. In the absence of any such termination all rights and consents granted to you shall cease at the end of the Trial Period without damages nor compensation.
2. Termination or expiry of this Agreement shall not affect any existing rights and obligations of the parties and clauses 2(b), 3(b), 4(a), 4(b), and 6(b) to 6(k) inclusive shall survive the expiry or termination of this Agreement.

6. OTHER

1. Notices will be sent to you at any email address which you may advise from time to time. You will promptly notify waverley.global in writing of any changes in any address. Notices will be deemed effective on receipt.
2. You agree that, without the express consent of waverley.global you will not disclose to any third party any information or material from waverley.global which is, or which you should reasonably expect to be confidential (including without limitation the terms and conditions of this Agreement).
3. Neither party will be responsible for delays or failures in performance resulting from acts beyond its reasonable control or avoidance.
4. Except as expressly herein provided, each party will bear its own expenses in connection with the transactions contemplated by this Agreement.
5. No relationship of employer-employee, principal-agent or partnership shall exist between the parties.
6. If any one or more of the provisions of this Agreement will be held invalid, illegal or unenforceable, the remainder of this Agreement will not be adversely affected thereby.
7. This Agreement is made in accordance with the laws of Portugal and any dispute will be heard in the Portuguese court of Faro.
8. Any waiver by any party hereto of compliance by the other party with any provision of this Agreement will not be deemed a waiver of compliance with such provision on a subsequent occasion, nor will any such waiver imply the waiver of any other provision of this Agreement.
9. This Agreement sets forth the entire agreement between the parties hereto regarding the subject matter hereof and supersedes all prior agreements, negotiations and understandings.
10. You shall not assign, transfer, sub-license, mortgage, charge or in any way, dispose of its rights or obligations under this Agreement. waverley.global shall be entitled to assign and/or novate its rights and/or obligations in whole or in part under this Agreement to any third party and you hereby give your consent in advance to such assignment and/or novation.
11. In this Agreement the singular shall include the plural and vice versa where the context so admits. The Clause headings are inserted into this Agreement for ease of reference only and do not form part of this Agreement for the purpose of interpretation.
12. waverley.global reserves the right to amend these terms and conditions from time to time.
13. It is the responsibility of the user to ensure that when promoting, uploading or transacting business through the waverley.global platform, that they ensure that they are dealing with counter-parties whom are not in breach of local, national and international laws and sanction regimes. waverley.global strives to ensure that our content is kept updated and compliant with sanction updates, however we accept no responsibility for content that is out of date. Users of the site are responsible for ensuring that they are legally compliant within their location of business residency and waverley.global recommends that users undertake independent legal advice and compliance checks before transacting business.

The English language version of this Agreement is the prevailing Agreement.