These Terms and Conditions ("Terms") govern your access to and use of the services provided by Peripheral Insights Ltd ("PI", "we", "us", or "our"), a company registered in England and Wales under company number 16955485, with its registered office in London, United Kingdom.
By purchasing, accessing, or using our Services, you ("Customer", "you", or "your") agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms, and references to "Customer" shall refer to that organisation.
These Terms govern the entirety of the relationship between Peripheral Insights and the Customer, including all Reports delivered by any means (whether through the Platform, by email, or otherwise), all Orders placed, all communications relating to report requests, and any Reports provided to the Customer prior to the Customer's formal acceptance of these Terms. By accepting these Terms, the Customer acknowledges and agrees that the disclaimers, limitations of liability, no-reliance provisions, and usage restrictions contained herein apply to all Reports received from PI, including any Reports received before the date of acceptance.
If you do not agree to these Terms, you must not access or use our Services.
1. Definitions
1.1. "Authorised User" means a named individual who is an employee or contractor of the Customer and who has been designated by the Customer to access the Services under valid login credentials issued by PI. Whether access is granted on a per-seat or firm-wide basis will be specified at the point of purchase or in the applicable Order.
1.2. "Bundle" means a pre-purchased package of Report Credits, as specified at the point of purchase.
1.3. "Confidential Information" means all confidential and proprietary information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, the Reports, Licensed Materials, pricing, Customer identity, order details, and the terms of any Order. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) was independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is received from a third party without breach of any obligation owed to the Disclosing Party.
1.4. "Content" means all data, text, analysis, assessments, evidence tables, charts, graphics, and other materials contained within Reports or otherwise made available through the Platform.
1.5. "Fees" means all charges payable by the Customer for the Services, as specified at the point of purchase, on the applicable payment link, or in the applicable Order.
1.6. "Licensed Materials" means all Reports, Content, and any other materials made available to the Customer through the Services.
1.7. "Order" means any order, subscription agreement, purchase confirmation, or report request between the Customer and PI for the provision of Services, whether executed in writing, accepted electronically via a payment link, submitted by email, communicated through the Platform, or otherwise agreed between the parties.
1.8. "Platform" means PI's web-based client portal through which Reports and Content are delivered and accessed.
1.9. "Report" means an AI-generated due diligence report produced by PI on a specified private company, delivered by any means, including through the Platform, by email, or by any other method of transmission.
1.10. "Report Credit" means a single entitlement to commission one Report, whether purchased individually, as part of a Bundle, or included within a Subscription.
1.11. "Services" means the provision of Reports, access to the Platform, the use of any Platform Features, and any related services, support, communications, or deliverables provided by PI to the Customer, whether delivered through the Platform, by email, or by any other means.
1.12. "Subscription" means a recurring arrangement under which the Customer pays periodic Fees in exchange for ongoing access to the Services, as specified at the point of purchase or in the applicable Order.
1.13. "Subscription Term" means the period during which a Subscription is active, as specified at the point of purchase or in the applicable Order.
2. Services and Licence Grant
2.1. Provision of Services. Subject to the Customer's compliance with these Terms and payment of all applicable Fees, PI grants to the Customer during the applicable Subscription Term or until Report Credits are exhausted or expire (as applicable), a limited, revocable, non-sublicensable, non-transferable, non-exclusive right and licence to access the Services and use the Licensed Materials in accordance with these Terms.
2.2. Scope of Licence. The rights granted under these Terms are granted solely to the Customer entity identified at the point of purchase and do not extend to the Customer's parent companies, subsidiaries, affiliates, or any other related entities. Each such entity must enter into its own agreement with PI to access the Services.
2.3. AI-Generated Reports. The Customer acknowledges that Reports are generated using artificial intelligence, including large language models and proprietary analytical methodologies. PI does not use Customer Data (including the identity of requested report subjects, search queries, or other inputs provided through the Services) to train or develop the AI models or algorithms used to power the Services. PI may, however, use anonymised and aggregated usage data (such as feature engagement and navigation patterns) for the purpose of improving the Platform and user experience, and may use feedback voluntarily provided by the Customer to improve the Services, including the underlying AI models.
2.4. Accuracy of Output. The Customer acknowledges that AI-generated content may contain inaccuracies or omissions. PI does not warrant that any Report is accurate, complete, reliable, current, or error-free. The Customer is solely responsible for determining the accuracy and suitability of any Report or Content for its purposes. Neither PI nor its third-party data providers are responsible for any damages or losses arising from any use of any Report or Content.
2.5. Platform Features and Interactive Tools. The Services may include, now or in the future, interactive features, tools, or functionalities available through the Platform, including but not limited to conversational interfaces, chat functions, data extraction tools, analytical dashboards, comparison tools, summary generators, alerts, and any other features that generate, process, or present information to the Customer (collectively, "Platform Features"). All Platform Features are provided subject to these Terms. The Customer acknowledges that:
- (a) Platform Features are powered, in whole or in part, by artificial intelligence and automated processes that may produce inaccurate, incomplete, misleading, or erroneous outputs;
- (b) outputs from Platform Features do not constitute professional advice of any kind and are subject to the same disclaimers, limitations of liability, and no-reliance provisions that apply to Reports and Content under these Terms;
- (c) PI does not warrant the accuracy, completeness, reliability, or suitability of any output generated by any Platform Feature; and
- (d) the Customer is solely responsible for independently verifying any information obtained through Platform Features before relying on it for any purpose.
PI may introduce, modify, or withdraw Platform Features at any time without prior notice, and the availability of any Platform Feature does not constitute a commitment by PI to continue providing that feature.
2.6. Report-Level Notices. Reports delivered through the Platform may contain legal notices, disclaimers, or other terms specific to the Report. Such notices supplement and do not replace these Terms. In the event of any conflict between a Report-level notice and these Terms, these Terms shall prevail unless the Report-level notice expressly provides for additional restrictions, in which case such additional restrictions shall also apply.
2.7. Customer Inputs. The Customer represents and warrants that any data, information, or instructions it submits to the Platform (including company names, search queries, conversational inputs, and any other inputs to the Services or Platform Features) are lawful, do not infringe the rights of any third party, and do not contain any personal data except as necessary and permitted by applicable data protection law. The Customer is solely responsible for the content and accuracy of all inputs submitted to the Services.
2.8. Service Modifications. PI reserves the right to modify, update, or discontinue any aspect of the Services at any time, provided that any material reduction in functionality during an active Subscription Term will be notified to the Customer in advance.
3. Purchasing Models
3.1. Single Report Purchases. A Customer may purchase individual Reports on a one-off basis. Each purchase entitles the Customer to one Report on a specified subject company.
3.2. Bundles. A Customer may purchase a Bundle of Report Credits at a discounted rate. Unless otherwise specified in the applicable Order:
- (a) Bundle Report Credits expire twelve (12) months from the date of purchase.
- (b) Unused Report Credits are forfeited upon expiry and are non-refundable.
- (c) Report Credits are non-transferable to any other Customer or organisation.
3.3. Monthly Subscriptions. A Customer may subscribe to the Services on a rolling month-to-month basis. Monthly Subscriptions may be cancelled by the Customer by providing at least thirty (30) days' written notice to PI at contact@peripheral-insights.com. Cancellation takes effect at the end of the then-current monthly billing period.
3.4. Annual Subscriptions. A Customer may subscribe to the Services on an annual basis. Annual Subscriptions are subject to the following terms:
- (a) The initial Subscription Term is twelve (12) months from the date of purchase.
- (b) Annual Subscriptions will automatically renew for successive twelve (12) month periods unless the Customer provides written notice of cancellation at least thirty (30) days prior to the end of the then-current Subscription Term. Cancellation notices must be sent to contact@peripheral-insights.com.
- (c) The Customer may not terminate an Annual Subscription for convenience during the Subscription Term. If the Customer terminates or purports to terminate an Annual Subscription before the end of the then-current Subscription Term other than for cause under Section 10.3, PI shall be entitled to charge the Customer the total Fees remaining for the unexpired portion of the Subscription Term ("Remaining Fees") as an early termination fee. The Customer acknowledges that this reflects a genuine pre-estimate of PI's loss resulting from early termination and is not a penalty.
- (d) PI may adjust Fees for any renewal period by providing the Customer with at least thirty (30) days' written notice prior to the commencement of the renewal period.
3.5. Access Type. Access to the Services may be granted on a per-seat basis (limited to named Authorised Users) or on a firm-wide basis (available to all employees of the Customer's organisation), as specified at the point of purchase or in the applicable Order. Sharing of login credentials between individuals is prohibited and constitutes a material breach of these Terms.
4. Report Requests and Delivery
4.1. Right to Decline. PI reserves the right to decline any request for a Report if, in its reasonable judgement, there is insufficient publicly available information to produce a Report of adequate quality on the specified subject company. Where PI declines a request under this Section, the Customer's Report Credit for that request shall be reinstated.
4.2. Delivery Timelines. PI aims to deliver Reports within twenty-four (24) to forty-eight (48) hours of accepting a request. However, delivery timelines are estimates only and are not guaranteed. If PI has not delivered a completed Report within seven (7) Working Days of accepting a request, the Customer may elect to cancel the request and have the corresponding Report Credit reinstated. For the purposes of this Section, "Working Day" means a day other than a Saturday, Sunday, or public holiday in England.
4.3. Third-Party Service Disruptions. Report production depends on the availability and performance of third-party data providers, APIs, cloud infrastructure, and other external services. PI shall not be liable for any delay in Report delivery caused by the unavailability, degradation, or failure of any third-party service. In the event of a material disruption to third-party services that prevents Report delivery, the seven (7) Working Day period in Section 4.2 shall be extended by the duration of the disruption, and PI shall notify the Customer of the delay as soon as reasonably practicable.
5. Fees and Payment
5.1. Payment of Fees. The Customer shall pay all Fees in accordance with these Terms and the payment terms specified at the point of purchase or in the applicable Order. Unless otherwise agreed in writing, all Fees are quoted and payable in pounds sterling (GBP). Where agreed between the parties, Fees may be quoted and payable in US dollars (USD) or euros (EUR).
5.2. Non-Cancellable; Non-Refundable. Payment obligations are non-cancellable and Fees paid are non-refundable, except:
- (a) where these Terms are terminated for cause by the Customer pursuant to Section 10.3, in which case any prepaid, unused Fees will be refunded on a pro-rata basis; or
- (b) as otherwise expressly agreed in writing by PI.
5.3. Goodwill Remedies. If the Customer is dissatisfied with the quality of a Report, PI may, at its sole discretion, offer either: (a) a replacement Report Credit on the same or a different subject company; or (b) a partial or full refund of the Fees paid for that specific Report. Any such remedy is offered as a gesture of goodwill and does not constitute an admission of liability or an entitlement to future remedies.
5.4. Late Payment. Overdue Fees shall accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by applicable law, whichever is lower, calculated from the date such payment was due until the date of actual payment. The Customer acknowledges that failure to pay Fees when due may result in suspension of access to the Services.
5.5. Taxes. The Customer is solely responsible for all applicable taxes, duties, levies, or similar charges arising in connection with the provision of the Services, except any taxes assessed upon PI's net income. If PI is required to pay any taxes for which the Customer is legally responsible, the Customer shall promptly reimburse PI. If the Customer is required to withhold or deduct taxes from payments to PI, the Customer shall increase the amount payable so that, after all deductions and withholdings, PI receives and retains an amount equal to the amount it would have received had no such deductions or withholdings been made.
6. Intellectual Property and Usage Restrictions
6.1. PI's Intellectual Property. All rights, title, and interest in and to the Services, Platform, Reports, Content, Licensed Materials, and all underlying technology, methodologies, algorithms, and intellectual property (including patents, copyrights, trademarks, and trade secrets) are and shall remain the exclusive property of PI. Nothing in these Terms transfers or assigns any intellectual property rights to the Customer.
6.2. Permitted Use. Subject to these Terms, Authorised Users may:
- (a) access and view Reports and Content through the Platform for the Customer's internal business purposes;
- (b) store copies of Reports on systems owned by or under the control of the Customer (including commercial cloud storage) for internal reference; and
- (c) incorporate limited excerpts of Reports into the Customer's internal work product (such as investment memoranda, committee papers, or internal presentations), provided that any such excerpts are attributed to "Source: Peripheral Insights" and do not constitute a substantial reproduction of any Report.
6.3. Restrictions. The Customer shall not, and shall ensure that its Authorised Users do not:
- (a) redistribute, resell, sublicence, publish, or otherwise make available any Report or Content to any third party, in whole or in part, without PI's prior written consent;
- (b) use the Reports or Content in any manner that is competitive with PI, including to develop, train, or improve any competing product, service, database, or analytical tool;
- (c) use any Report or Content in connection with the development, training, or fine-tuning of any machine learning model, neural network, large language model, or other artificial intelligence system;
- (d) scrape, crawl, data mine, or use any automated means to access the Platform or extract Content;
- (e) decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code, algorithms, or methodologies underlying the Services;
- (f) remove, obscure, or alter any proprietary notices, copyright marks, or attribution contained in any Report or Content;
- (g) share login credentials or permit any unauthorised individual to access the Services;
- (h) input any Content into a customer relationship management system or any other third-party database in a manner that would serve as a substitute for the purchase of a licence to the Services by any third party; or
- (i) use the Services in any manner that is unlawful or that infringes the intellectual property or other rights of PI or any third party.
6.4. Customer Data. As between PI and the Customer, the Customer retains all rights, title, and interest in any data or information submitted by the Customer to the Platform ("Customer Data"). The Customer grants PI a limited, non-exclusive, royalty-free licence to use Customer Data solely as necessary to provide the Services.
6.5. Feedback. To the extent the Customer voluntarily provides PI with any suggestions, ideas, enhancement requests, or other feedback regarding the Services ("Feedback"), the Customer assigns to PI all rights, title, and interest in such Feedback. PI may use Feedback for any purpose, including to improve the Services and underlying AI models, without obligation or compensation to the Customer.
7. Customer Eligibility, Representations, and Disclaimers
Eligibility and Sophistication
7.1. Business Use Only. The Services are designed for and made available exclusively to business customers acting in the course of their trade, business, craft, or profession. The Customer represents and warrants that it is not purchasing or using the Services as a consumer within the meaning of the Consumer Rights Act 2015 or any equivalent consumer protection legislation.
7.2. Customer Sophistication. By purchasing or using the Services, the Customer represents and warrants that:
- (a) it (or, if the Customer is an individual, such individual personally) has sufficient knowledge, experience, and expertise in financial, business, and investment matters to be capable of independently evaluating the merits, risks, and suitability of any information contained in the Reports and Content;
- (b) it has access to, and knowledge of, appropriate analytical tools and resources to evaluate the information contained in the Reports for its own purposes;
- (c) it is capable of bearing the financial risks associated with any decision it may make on the basis of the Reports or Content, including the risk of a total loss of any investment;
- (d) it understands that Reports are AI-generated research outputs compiled from publicly available and third-party data sources, that such outputs may contain inaccuracies, errors, or omissions, and that PI does not independently verify the underlying data;
- (e) it is acting on its own account and has made its own independent decision to purchase the Services and as to whether the Services are appropriate or suitable for it based upon its own judgement and upon advice from such professional advisers as it has deemed necessary; and
- (f) if the Customer is a natural person (including an angel investor, private investor, or high-net-worth individual), such person confirms that they meet the criteria set out in paragraphs (a) through (e) above in their personal capacity and acknowledges that the protections afforded to consumers under applicable consumer protection legislation do not apply to their use of the Services.
7.3. Ongoing Obligation. The representations and warranties in Section 7.2 are deemed to be repeated each time the Customer places an Order or uses the Services. The Customer shall promptly notify PI if any of the representations in Section 7.2 cease to be true.
Not Investment Advice
7.4. Reports and Content are provided for informational and research purposes only. Nothing in any Report or Content constitutes, or should be construed as:
- (a) investment advice, financial advice, tax advice, legal advice, or any other form of professional advice;
- (b) a solicitation, offer, or recommendation to buy, sell, hold, or otherwise deal in any security, investment, or financial instrument; or
- (c) an opinion or recommendation regarding the merits of any particular investment decision.
7.5. PI is not a broker, dealer, investment adviser, or financial adviser. PI does not provide regulated financial services.
7.6. The Customer acknowledges that it makes its own investment and business decisions based upon its own independent due diligence, investigation, and judgement. Any decisions the Customer makes on the basis of the Services, Reports, or Content are made solely at the Customer's own risk. PI has no responsibility or liability arising from such decisions.
No Reliance
7.7. The Customer agrees that it does not and will not rely on any Report or Content as a substitute for its own independent investigation, verification, and analysis. Reports are intended as a supplementary research tool only and are not a primary or sole basis for any decision. The Customer represents that it has not entered into these Terms in reliance on any warranty or representation made by PI except as expressly stated in these Terms.
7.8. The Customer acknowledges that Reports are not, and are not intended to be, a comprehensive or definitive account of any company analysed. Reports do not replace professional due diligence, legal review, financial audit, technical assessment, or any other form of professional evaluation that the Customer may require before making any business or investment decision.
Information Accuracy
7.9. PI does not guarantee the accuracy, completeness, or currentness of any factual statement, data point, assessment, or conclusion contained in any Report. Reports may contain errors, omissions, outdated information, or AI-generated content that does not accurately reflect real-world facts. The Customer acknowledges and accepts this risk. PI shall not be liable for any loss, damage, or expense arising from or in connection with any inaccuracy, error, or omission in any Report, howsoever caused.
8. Data Sources and Disclaimers
8.1. Sources. Reports are generated using publicly available information, third-party databases, and other external data sources. PI has not undertaken to independently verify the accuracy, completeness, or timeliness of any underlying source data.
8.2. No Warranty on Content. The Licensed Materials have been assembled from sources believed by PI to be reliable. However, to the maximum extent permitted by applicable law:
- (a) the Services and all Licensed Materials are provided on an "as is" and "as available" basis;
- (b) PI makes no warranty, representation, or guarantee, whether express, implied, or statutory, as to the accuracy, completeness, reliability, timeliness, or fitness for any particular purpose of any Report or Content;
- (c) PI specifically disclaims all implied warranties and conditions, including without limitation any implied warranties of satisfactory quality, fitness for a particular purpose, and non-infringement;
- (d) PI does not warrant that the Services will be uninterrupted, error-free, or that deficiencies will be corrected;
- (e) PI does not warrant that the Services will meet the Customer's specific business requirements; and
- (f) PI does not guarantee any specific level of availability or uptime for the Platform.
8.3. Third-Party Data. PI is not responsible for any errors, omissions, or inaccuracies in data sourced from third parties. The Customer acknowledges that third-party data is incorporated into Reports on an "as provided" basis and that PI has no control over the quality or completeness of such data.
9. Confidentiality
9.1. Obligations. Each party shall hold the other party's Confidential Information in confidence and shall not disclose such Confidential Information to any third party, except:
- (a) to its officers, directors, employees, advisers, or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained in these Terms;
- (b) to its professional advisers, prospective investors, or acquirers who are bound by appropriate confidentiality obligations; or
- (c) as required by applicable law, regulation, or order of a court or regulatory body of competent jurisdiction, provided that the Receiving Party shall, to the extent legally permitted, promptly notify the Disclosing Party and reasonably cooperate with any efforts to seek a protective order.
9.2. Customer Identity. PI treats all Customer identities and order details as strictly confidential. PI will not identify the Customer as a user of the Services, reference the Customer's name or logo, or disclose the existence of any commercial relationship without the Customer's prior written consent.
9.3. Standard of Care. Each party shall protect the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care.
9.4. Return or Destruction. Upon termination of these Terms or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party, including all copies, except for: (a) copies retained on automated backup systems, which shall remain subject to the confidentiality obligations of these Terms until deleted in the ordinary course; and (b) copies required to be retained by applicable law or regulation.
9.5. Equitable Relief. Each party acknowledges that a breach or threatened breach of this Section 9 or of Section 6.3 (Restrictions) would cause the other party irreparable harm for which monetary damages would not be an adequate remedy. In the event of such breach or threatened breach, the non-breaching party shall be entitled to seek injunctive or other equitable relief from any court of competent jurisdiction, without the requirement to post a bond or other security and without the need to prove actual damages. Such remedies are not exclusive and are in addition to all other remedies available at law or in equity.
10. Limitation of Liability
10.1. Exclusion of Consequential Damages. To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages, including without limitation any loss of profits, loss of revenue, loss of business, loss of data, loss of anticipated savings, loss of goodwill, or cost of procurement of substitute goods or services, however caused and under any theory of liability (whether in contract, tort, negligence, strict liability, or otherwise), even if such party has been advised of the possibility of such damages.
10.2. Liability Cap. To the maximum extent permitted by applicable law, PI's total aggregate liability to the Customer for all claims arising out of or in connection with a particular Order, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees actually paid by the Customer to PI under the specific Order giving rise to the claim.
10.3. Exceptions. The limitations and exclusions in Sections 10.1 and 10.2 shall not apply to:
- (a) death or personal injury caused by negligence;
- (b) fraud or fraudulent misrepresentation;
- (c) the gross negligence or wilful misconduct of either party;
- (d) the Customer's breach of Section 6.3 (Restrictions) or Section 9 (Confidentiality);
- (e) the Customer's obligation to pay Fees under these Terms; or
- (f) any liability that cannot be excluded or limited by applicable law.
10.4. Allocation of Risk. The Customer acknowledges that the Fees reflect the allocation of risk set out in these Terms and that PI would not enter into these Terms without the limitations and exclusions of liability contained herein.
10.5. Time Limitation on Claims. Any claim arising out of or in connection with these Terms must be commenced within twelve (12) months of the date on which the cause of action first arose. The Customer agrees that any claim not brought within this period shall be permanently barred. This Section 10.5 does not apply to claims that, by applicable law, cannot be subject to a contractual limitation period.
11. Term and Termination
11.1. Commencement. These Terms take effect upon the Customer's first purchase, use, or receipt of the Services (including receipt of any Report, whether paid or unpaid) and shall remain in effect until terminated in accordance with this Section 11. For the avoidance of doubt, where a Customer has received any Reports or other deliverables from PI prior to formally accepting these Terms, the Customer's subsequent acceptance of these Terms constitutes agreement that these Terms apply retrospectively to all such prior Reports and deliverables.
11.2. Termination by PI. PI may terminate these Terms or suspend the Customer's access to the Services immediately upon written notice if:
- (a) the Customer commits a material breach of these Terms (including, without limitation, a breach of Sections 6.3 or 9);
- (b) the Customer fails to pay any Fees when due and such failure continues for fourteen (14) days after written notice;
- (c) a receiver, administrator, or administrative receiver is appointed over the Customer or its assets, or any analogous appointment is made under the laws of any applicable jurisdiction;
- (d) the Customer enters into or proposes any voluntary arrangement with its creditors;
- (e) proceedings are commenced for the winding up of the Customer (other than for the purpose of a bona fide solvent reorganisation);
- (f) the Customer is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or
- (g) the Customer ceases or threatens to cease carrying on business.
11.3. Termination by Customer. The Customer may terminate these Terms if PI commits a material breach of these Terms that remains uncured thirty (30) days after the Customer provides written notice specifying the breach.
11.4. Effect of Termination. Upon termination or expiry of these Terms:
- (a) the Customer's right to access and use the Services shall cease, subject to Section 11.5;
- (b) the Customer shall, upon the expiry of the data retention period described in Section 11.5, promptly delete and destroy all copies of Licensed Materials in its possession or under its control, except for copies incorporated into the Customer's pre-existing internal work product in accordance with Section 6.2(c), and copies required to be retained by applicable law or regulation;
- (c) all outstanding Fees shall become immediately due and payable; and
- (d) any unused Report Credits or unexpired Bundle or Subscription entitlements shall be forfeited, except where termination is by the Customer for cause under Section 11.3.
11.5. Data Retention and Post-Termination Access. Following termination or expiry of these Terms, PI shall retain the Customer's previously delivered Reports on the Platform for a period of ninety (90) days, during which the Customer may download copies for its records. After the expiry of this ninety (90) day period, PI reserves the right to permanently delete all Customer data, Reports, and associated materials from its systems. PI shall have no obligation to retain or provide access to any data or Reports after this period.
11.6. Surviving Provisions. Sections 1, 5, 6, 7, 8, 9, 10, 11.4, 11.5, 11.6, 12, 13, and 14 shall survive the termination or expiry of these Terms.
12. Free Trials and Beta Services
12.1. Trial Access. PI may, at its sole discretion, offer the Customer limited free trial access to the Services ("Trial"). Trial access may be subject to restrictions on the number of Reports, features, or duration of access.
12.2. Trial Terms. All Trial access is provided on an "as is" and "as available" basis without any warranty or representation of any kind. PI may suspend, limit, or terminate Trial access at any time without notice.
12.3. No Liability for Trials. To the maximum extent permitted by applicable law, PI shall have no liability whatsoever in connection with the Customer's use of any Trial, including for the accuracy, completeness, or reliability of any Report or Content provided during a Trial period.
12.4. Beta Services. From time to time, PI may offer the Customer access to features or services that are designated as beta, preview, experimental, or early access ("Beta Services"). All Beta Services are provided "as is" without any warranty, representation, or obligation of any kind. PI may modify or discontinue any Beta Service at any time without notice. The Customer's use of any Beta Service is entirely at the Customer's own risk and, notwithstanding any other provision of these Terms, PI shall have no liability relating to the Customer's use of any Beta Service.
13. Dispute Resolution
13.1. Escalation. In the event of any dispute, claim, or controversy arising out of or relating to these Terms (a "Dispute"), the party raising the Dispute shall first provide written notice to the other party describing the Dispute in reasonable detail (a "Dispute Notice"). The parties shall attempt in good faith to resolve the Dispute through negotiation between their respective representatives within thirty (30) days of delivery of the Dispute Notice.
13.2. Senior Escalation. If the Dispute is not resolved within the initial thirty (30) day period, each party shall escalate the Dispute to a senior representative with sufficient authority to settle the matter. The senior representatives shall meet (in person or remotely) within a further fifteen (15) days to negotiate in good faith a resolution.
13.3. Court Proceedings. If the Dispute is not resolved within the escalation periods described above, either party may pursue any available legal remedy. Nothing in this Section 13 shall prevent either party from seeking urgent injunctive or equitable relief at any time.
13.4. Governing Law. These Terms and any Dispute arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
13.5. Jurisdiction. The courts of England and Wales shall have exclusive jurisdiction to settle any Dispute arising out of or in connection with these Terms.
14. General Provisions
14.1. Entire Agreement. These Terms, together with any applicable Order, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, proposals, negotiations, representations, and communications, whether written or oral, relating to such subject matter.
14.2. Amendments. PI may update these Terms from time to time. If PI makes material changes, it will notify the Customer at least thirty (30) days in advance by email or through the Platform. The Customer's continued use of the Services after the effective date of any updated Terms constitutes acceptance of those changes. If the Customer does not agree to the updated Terms, the Customer must cease using the Services and may terminate in accordance with Section 11.
14.3. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.
14.4. No Waiver. No failure or delay by either party in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy. Any waiver must be in writing and shall be construed as narrowly as reasonably possible.
14.5. Force Majeure. Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms (other than payment obligations) to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemic, epidemic, government action, power failure, internet or telecommunications failure, or third-party service provider failures.
14.6. Assignment. The Customer may not assign, transfer, or delegate any of its rights or obligations under these Terms without PI's prior written consent. PI may assign these Terms in their entirety, together with all rights and obligations, without the Customer's consent, in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets. Any purported assignment in breach of this section shall be void.
14.7. Relationship. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. PI is and shall remain an independent contractor.
14.8. Notices. All notices under these Terms shall be in writing and shall be sent by email. Notices to PI must be sent to contact@peripheral-insights.com. Notices to the Customer shall be sent to the email address provided at the time of purchase or registration. Either party may update its notice address by written notice to the other party. Notices shall be deemed received on the date of transmission if sent by email and confirmed as delivered.
14.9. Anti-Corruption. Each party represents and warrants that it has not and will not offer, promise, give, or accept any unlawful bribe, kickback, payment, or inducement in connection with these Terms or the Services.
14.10. Sanctions and Export Compliance. The Customer represents and warrants that it is not: (a) located in, incorporated under the laws of, or a national or resident of any country subject to comprehensive economic sanctions imposed by the United Kingdom, the European Union, or the United States; or (b) designated on any applicable sanctions or restricted party list. The Customer shall comply with all applicable sanctions, export control, and trade compliance laws in connection with its use of the Services.
14.11. Third-Party Rights. These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.
14.12. Indemnification by Customer. The Customer shall defend, indemnify, and hold harmless PI, its officers, directors, employees, and agents from and against any and all third-party claims, costs, damages, losses, and expenses (including reasonable legal fees) arising from or in connection with: (a) the Customer's unauthorised use or disclosure of the Licensed Materials; (b) the Customer's breach of Section 6.3 (Restrictions); (c) the Customer's breach of Section 9 (Confidentiality); or (d) the Customer's breach of any applicable law in connection with its use of the Services.
15. Contact
For questions about these Terms, please contact us at:
Peripheral Insights Ltd
Email: contact@peripheral-insights.com
Company Number: 16955485
Registered in England and Wales
By purchasing or using our Services, you confirm that you have read, understood, and agree to be bound by these Terms and Conditions.