LCP Delta Standard Terms and Conditions
(Subscription Research Services Only) v.1.3 (“Conditions”)
1.1. Definitions. In this Contract, unless the context requires otherwise, the following definitions apply:
this contract between Supplier and the Customer for the Subscription Research Services which comprises any Order(s) and these Conditions, as amended from time to time in accordance with clause 9.1.
the person or firm who purchases Subscription Research Services from Supplier, as identified in the relevant Order.
“Intellectual Property Rights”
patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
material created by Supplier as part of the Subscription Research Services in the form of reports, presentations, datasets, models, and any other Subscription Research Services provided to the Customer including the knowledge and insight contained therein.
means notice in writing of not less than the number of days specified in the relevant Order for the applicable Subscription Research Services that a party wishes to cancel the subscription for the relevant Subscription Research Services from the end of the current Subscription Period or Renewal Period (as applicable). If no notice period is specified in the relevant Order then the required amount of notice shall be sixty (60) days.
an order for the supply of Subscription Research Services which is comprised of either a signed order form in Supplier’s standard form or Supplier’s written acceptance of a request by Customer to provide Subscription Research Services.
“Price Change Date”
means the date by which Supplier must provide Customer with written notice of a price increase for any Renewal Period, as specified in the Order. If no Price Change Date is specified in the Order then the Price Change Date shall be the date falling thirty (30) days before the deadline for either party serving a Non-Renewal Notice for the relevant Subscription Period or Renewal Period.
means a further subscription period for the relevant Subscription Research Services of the length specified in the relevant Order. If no Renewal Period is specified in the relevant Order then the Renewal Period shall be twelve (12) months.
the subscription period applicable to a Subscription Research Service defined in an Order. If no Subscription Period is specified in the relevant Order then the Subscription Period shall be twelve (12) months.
“Subscription Research Services”
Supplier subscription research services, including standard subscription research services and custom subscription research services, set out in an Order.
the supplier entity specified in the relevant Order.
2. Basis of Contract and Term
2.1. These Conditions apply to all Orders agreed between the parties for the provision of Subscription Research Services to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or a course of dealing. Each Order shall form part of this Contract and shall not constitute a separate agreement.
2.2. This Contract shall come into force on the date that the parties first agree an Order (“Commencement Date”), and shall continue in full force and effect until it is terminated in accordance with clause 7.
2.3. Where an Order is placed for a Subscription Research Service, it shall form part of this Contract from the date specified in the Order and shall continue in force for at least the Subscription Period. At the end of the Subscription Period for a Subscription Research Service, unless the Order is cancelled by either party giving a Non-Renewal Notice, the Order shall automatically renew for the Renewal Period. At the end of any Renewal Period the auto-renewal process set out in this clause shall apply again.
3. Charges and Payment
3.1. The charges payable by the Customer for the Subscription Research Services (“Charges”) are set out in the Order.
3.2. Payment for Subscription Research Services shall be annually in advance for standard Subscription Research Services and in advance for custom Subscription Research Services . Failure to pay within 30 days of the date of the invoice for Subscription Research Services may result in subscription access being suspended until payment is received.
3.3. Supplier may increase the Charges payable for any Renewal Period provided that it provides Customer with notice in writing prior to the Price Change Date.
3.4. The Customer agrees that Supplier invoices may be issued by another Supplier Affiliate notified to Customer in writing by Supplier from time to time. Customer shall pay the notified Supplier Affiliate in place of the Supplier. Where used in this Contract, “Affiliate” shall mean in relation to a party, any entity that directly or indirectly controls, is controlled by or is under common control with that party.
3.5. All amounts payable to Supplier under this Contract are exclusive of value added tax (VAT) and any other taxes or duties chargeable from time to time. The Customer shall be liable for any VAT or other taxes or duties chargeable on the supply of the Subscription Research Services.
4. Performance of Services
4.1. Supplier shall supply the Subscription Research Services to the Customer in accordance with this Contract, and in accordance with all applicable laws and regulations which apply to Supplier’s business or its provision of the Subscription Research Services at the time the Subscription Research Services are provided.
5.1. Confidential Information shall mean information disclosed by one party to the other under or in connection with this Contract which by its nature should be treated as confidential, or which is designated as confidential by the disclosing party. Confidential Information can be conveyed orally, in writing or in any other manner and can take any form including documents, systems, computer programs, business processes, research, know-how, trade secrets, business affairs, business opportunities, business development, pricing, contracts and marketing plans.
5.2. Confidential Information does not include any information which:
5.2.1. is publicly available at the time of its disclosure or becomes publicly available (other than as a result of disclosure by the receiving party contrary to the terms of this Contract); or
5.2.2. was lawfully in the possession of the receiving party on a non-confidential basis prior to its being disclosed; or
5.2.3. was or becomes available to the receiving party from a source other than the disclosing party and without breach of any obligation of confidentiality; or
5.2.4. is developed by or for the receiving party independently.
5.3. Each party shall keep Confidential Information confidential, use it only for the purposes of exercising its rights and performing its obligations under or in connection with this Contract or as required for legal, regulatory or internal compliance reasons (“Purpose”) and shall not disclose the Confidential Information to any third party other than as expressly permitted under this Contract.
5.4. A receiving party may disclose the disclosing party’s Confidential Information:
5.4.1. to its employees, officers or members (“Representatives”) who need to know such information for the Purpose provided that such Representatives are aware of the confidential nature of the information and comply with the provisions of this clause 5; and
5.4.2. to its auditors as necessary for the performance of their statutory functions and to its legal advisers for the purposes of obtaining legal advice, provided that such auditors and legal advisers are subject to obligations of confidentiality which are no less onerous than those contained in this Contract; and
5.4.3. as may be required by law or by a court or governmental or regulatory authority of competent jurisdiction provided that, where legally permissible, the receiving party notifies the disclosing party prior to making such disclosure.
5.5 Notwithstanding the provisions of clause 5.3:
5.5.1. Supplier may, for the purposes of marketing or publicising Supplier’s services, disclose that Supplier has performed work for the Customer, use the Customer’s name and logo in its publicity materials, and indicate the general nature of the work carried out on behalf of the Customer; and
5.5.2. the Customer may publicise its use of Supplier’s Research Services and the Customer’s involvement with Supplier.
5.6. The Subscription Research Services are for the benefit of the Customer and shall be kept confidential and may not, other than as permitted by clause 5.4, be disclosed to any third party (including for the avoidance of doubt any Affiliate) or announced publicly unless the Customer has obtained Supplier’s prior written consent.
6. Supplier Liability
6.1. Nothing in this Contract shall limit or exclude Supplier’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation or for any other liability that cannot be lawfully limited or excluded.
6.2 The Customer agrees that Supplier provides the Subscription Research Services on an ‘as is’, non-reliance basis, with no warranties or representations as to fitness for a particular purpose, non-infringement, accuracy, availability, completeness or any other matter. The Subscription Research Services do not constitute professional advice and should not be relied upon or treated as a substitute for professional advice. Supplier accepts no liability for any loss or damage arising under or in connection with the use of, or inability to use, or any action or decision based upon the content of, the Subscription Research Services. This exclusion applies whether such loss or damage is direct, indirect, consequential or otherwise and whether it arises in contract, tort (including negligence or breach of statutory duty) or otherwise. Any representation, condition or warranty which might be implied or incorporated into this Contract by statute, common law or otherwise is excluded to the fullest extent permitted by law.
6.3. To the extent such liability is not excluded under clause 6.2, the remaining provisions of this clause 6 set out Supplier’s aggregate liability to the Customer, including liability for any act or omission or series of acts or omissions by Supplier or any of its partners (ie members of Supplier) consultants, employees, agents or contractors arising in respect of any breaches of this Contract; or any representations (whether innocent or negligent), statements, tortious acts or omissions (including negligence or any breaches of statutory duty) arising under or in connection with the provision of the Subscription Research Services or this Contract (any one of the foregoing being an “Event of Default”) and all other liability is excluded.
6.4. Supplier’s aggregate liability for all Events of Default, including negligence, shall not exceed:
6.4.1. in respect of all liability arising out of or in connection with an Order for Subscription Research Services, the amount equal to 125% (one hundred and twenty five percent) of the Charges relating to a twelve-month subscription period for the specific report or other deliverable in respect of which the liability has arisen; or
6.4.2. in respect of all liability arising out of or in connection with this Contract (including for the avoidance of doubt all Orders) the lesser of £1,000,000 (one million pounds sterling) or the amount equal to 125% (one hundred and twenty five percent) of the Charges paid by the Customer to Supplier in respect of Subscription Research Services performed by Supplier in the twelve months immediately prior to the date on which the first claim giving rise to liability under this Contract arose.
If a claim first arises following termination of this Contract then the amount referred to in 6.4.2 shall be calculated by reference to the Charges paid in the last twelve months of this Contract.
7.1. Supplier or the Customer may terminate this Contract in whole or in part immediately upon notice in writing for any irremediable material breach of this Contract by the other party or for any remediable material breach of this Contract by the other party that is not remedied within 14 days of a written request to do so.
7.2. Supplier may terminate this Contract in whole or in part:
7.2.1. if the Charges for the Subscription Research Services remain outstanding thirty days from the due date for payment of such Charges; or
7.2.2. if required for legal, regulatory or other professional reasons; or
7.2.3. on thirty days’ notice in writing if Supplier ceases to offer the particular Subscription Research Service to its general client base.
7.3. On termination of this Contract:
7.3.1. for any reason, the Customer shall immediately pay to Supplier all of Supplier’s outstanding unpaid invoices and interest and,
7.3.2. in accordance with clause 7.2.3 only, Supplier shall refund the Customer a pro rata proportion of any pre-paid Charges for the affected Subscription Research Service which corresponds to the unexpired portion of the current Subscription Period or Renewal Period.
7.4. If this Contract is terminated:
7.4.1. by Supplier under clause 7.1 7.2.1 or 7.2.2; or
7.4.2. by Supplier under clause 7.2.3 or by the Customer under clause 7.1 and the Customer does not comply with the provisions of clause 7.3 within thirty days of such termination or within thirty days of receipt of any invoice for Subscription Research Services supplied but for which no invoice has been submitted at the date of termination,
then the Customer shall immediately delete or remove any and all Subscription Research Services provided to it (as a download or otherwise) including software, datasets, reports and presentations from the Customer’s computer systems and network, and immediately destroy or return to Supplier (at Supplier’s option) all copies of such software then in the Customer’s possession, custody or control and, in the case of destruction, certify to Supplier that it has done so.
7.5. Clauses which expressly or by implication survive termination or expiry shall continue in full force and effect including clauses 5 (Confidentiality), 6(Supplier Liability), 8 (Intellectual Property Rights and Licensing) and 10.8 (Governing Law and Jurisdiction).
8. Intellectual Property Rights and Licensing
8.1. Between Supplier and the Customer, all Intellectual Property Rights and all other rights in the Subscription Services shall be owned by Supplier.
8.2. In consideration of the Charges, Supplier hereby grants to the Customer, a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Intellectual Property Rights in the Subscription Research Services and the Materials solely for in-house use by its employees (excluding employees of any Affiliate unless stated in the Order) in the ordinary course of its business for the Subscription Period.
8.3. The Customer’s access to the Subscription Research Services is limited according to the licence and the Order and on expiry of the Subscription Period, the Customer shall cease any further access to Subscription Research Services.
9. Variation and Transfer
9.1. Supplier may update these Conditions from time to time by publishing an updated version on its website. No other variation of this Contract shall be effective unless made in writing and signed by an authorised representative of each party.
9.2. Neither party shall assign, transfer or otherwise deal with its rights and obligations under this Contract without the prior written consent of the other party, which shall not be unreasonably withheld or delayed, save that Supplier shall be permitted to transfer its rights, liabilities or obligations under this Contract to a successor business as part of a restructuring of its business or to an Affiliate on written notice to the Customer. Supplier shall be permitted to use subcontractors in the provision of the Subscription Research Services.
10.1. Client identification and due diligence. Customer acknowledges that Supplier will, where required verify the identity of its customers for due diligence purposes and will retain records of any identification documents obtained in the course of this exercise. No business can be conducted with Supplier until it is satisfied that it has obtained sufficient verification, and this may require Customer to provide the Supplier with information that Supplier will specify at the time.
10.2. Conflict of interest. Supplier shall promptly notify the Customer if any conflict of interest arises in relation to its provision of the Subscription Research Services. Supplier may disclose to a third party the existence of this Contract and the general nature of the Subscription Research Services, where Supplier or any individual partner (ie member), consultant or employee of the Supplier has a professional obligation to make such disclosure.
10.3. Notices. Any notice given in connection with this Contract shall be given in English and in writing and shall only be valid if delivered personally or sent by pre-paid first-class post or other next working day delivery service or by commercial courier to the address specified above or the email address in the Order (in the case of Supplier) and to the address or email address in the Order (in the case of the Customer). Either party may designate a different address or email address to which notices should be sent by notice to the other given in accordance with this clause.
10.4. Conflict. If any provision of these Conditions conflicts with or is inconsistent with any provision of an Order, then the Order shall take precedence (save in the case of a variation to these Conditions which is made subsequent to an Order). These Conditions and the Order shall take precedence over any document referred to within them, including Supplier’s proposal document.
10.5. Third Party Rights. No provision of this Contract is intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999.
10.7. If you have an existing appointment letter with Lane Clark & Peacock LLP for pensions, investment, insurance or other consulting services (other than energy consulting) then that appointment letter is unaffected by this Contract unless otherwise stated in the Order. If you have an existing contract with Delta Energy and Environment Ltd for consulting services, or for subscription research services other than the Subscription Research Services covered by this Contract then that contract is unaffected by this Contract unless otherwise stated in the Order.
10.8. Governing Law and Jurisdiction. This Contract (including any non-contractual obligations arising out of or in connection with it) is governed by the laws of England. The parties submit to the exclusive jurisdiction of the English courts in respect of any disputes (including non-contractual disputes) arising out of or in connection with this Contract.
About LCP Delta
LCP Delta is a trading name of Delta Energy & Environment Limited and Lane Clark & Peacock LLP. References in this document to LCP Delta may mean Delta Energy & Environment Limited, or Lane Clark & Peacock LLP, or both, as the context requires.
Delta Energy & Environment Limited is a company registered in Scotland with registered number SC259964 and with its registered office at Argyle House, Lady Lawson Street, Edinburgh, EH3 9DR, UK.
Lane Clark & Peacock LLP is a limited liability partnership registered in England and Wales with registered number OC301436. All partners are members of Lane Clark & Peacock LLP. A list of members’ names is available for inspection at 95 Wigmore Street, London, W1U 1DQ, the firm’s principal place of business and registered office. Lane Clark & Peacock LLP is authorised and regulated by the Financial Conduct Authority and is licensed by the Institute and Faculty of Actuaries for a range of investment business activities.
LCP and LCP Delta are registered trademarks in the UK and in the EU. Locations in Cambridge, Edinburgh, London, Paris, Winchester and Ireland. © Lane Clark & Peacock LLP 2023.