Advennt Limited, is a company incorporated on the Isle of Man with company registration no. 017987V and registered office address at Peveril Buildings, Peveril Square, Douglas, Isle of Man, IM99 1RZ (“we” or “us” or “our”);
Advennt operates the website located at www.Advennt.com (the “Platform”) to provide online access to information about the regulatory, compliance and legal regimes in a number of geographical areas addressing gambling, skill and social gaming and other sector-specific information and relevant contacts that available on the Platform.
This Free Trial Agreement governs your access to restricted parts of the Platform for a period of seven (7) days. This limited access allows you and up to no more than (2) additional users from your organisation (collectively “you” or “your”) to evaluate the Platform’s regulatory coverage for a single jurisdiction report. This Free Trial Agreement, together with our Privacy Policy [note to AWESEM: to include hyperlink to privacy policy] is referred to herein as the “Agreement”. By registering for this free trial via the Site and clicking on “I accept”, you agree that you have the authority to bind yourself and your organisation to enter this Agreement.
We reserve the right to modify this Agreement at any time without giving you prior notice. Your use of the Platform following any such modification constitutes your agreement to follow and be bound by the Agreement as modified. The last date this Agreement was revised is set forth below:
15th May 2024
1. Definitions and interpretation
In this Agreement the following definitions shall apply:
| Agreement | This Free Trial Agreement, and any amendments, substitutions, or assignments. |
| Commencement Date | Date the Free Trial Access is set up in accordance with clause 3.1 |
| Downtime | Means a period of time when access to the Platform may be restricted or prevented due to a requirement to update the Platform Content, a technical issue which requires improvement, maintenance or fixing, or a disruption to your Platform Access due to circumstances beyond our control. |
| End Users | You, your officers and any employees up to a maximum of three (2) who you authorise to use the Platform via the Platform Logins. |
| End User Conditions | The conditions for use of the Platform which you must ensure apply to each of the End Users to whom you allocate a Platform Login, and which are described in clause 6.1. |
| Free Trial Period | Seven days from your successful logging into the Platform following completion of this Agreement. |
| Platform | The Global Electronic Compliance and Market Intelligence platform providing online access to geographical, regulation, compliance and other sector-specific information and relevant contacts supplied by us under this Agreement. |
| Platform Access | Means your access to the Platform via the Platform Logins supplied by us. |
| Platform Content | The information made available by us to you on the Platform. |
| Platform Logins | Each individual login provided by us to you and any End User you authorise with its own individual access to the Platform (and including additional Platform Logins). |
| Termination Event | Any of the reasons and/or methods of terminating this Agreement in accordance with clause 15.1. |
| Working Days | A day on which banks are open for business in the Isle of Man. |
2. Term
2.1 This Agreement commences on the date executed and shall continue for the Free Trial Period.
2.2 If at the end of the Free Trial Period you express your desire to enter into a paid subscription giving you unlimited access to the full Platform for a fixed periods of one(1) year, then you can contact us on [email protected] or +44 (0)1624 682228.
3. Free Trial Commencement
3.1. We shall set up Platform Access within seven working days of completion of this Agreement, at which time the Free Trial shall commence.
4. Logins
4.1. As part of the Free Trial Period’s Platform Access, you will be provided with 3 individual Platform Logins.
4.2. You may not under any circumstances supply a Platform Login or facilitate Platform Access, whether directly or indirectly, and whether or not as a sub-licence or sub-contract, to any person or entity not directly employed by you or who is not one of your officers, and any such distribution will be considered as a material breach of this Agreement. The aforementioned prohibition shall not include persons who are employees of your Affiliates (defined as entities within the same group of companies under common ownership; or entities you have contacted with to support your business and whom are obliged under such contracts to abide by the similar terms of use as set out herein)
5. Use of Platform & Platform Content
5.1. Upon your receipt of the Platform Logins, you may start to use the Platform.
5.2. You shall have restricted access to parts of the Platform for the duration of this Agreement for the purposes of an evaluation of the merits of the Platform, except for any periods of Downtime or any periods of suspension.
5.3. You shall ensure that all persons (i.e., End Users) to whom you provide a Platform Login are aware and shall abide by the End-User Conditions.
5.4. Access to the Platform Content shall be available through the Platform only.
5.5. The Platform Content is subject to change and may be withdrawn or replaced at any time, and without notice.
5.6. The Platform Content shall be generic in nature and may become out of date after it is posted and which we may not be able to immediately update.
5.7. We shall use our reasonable endeavours to keep the Platform Content up to date, however, you accept that the Platform Content is provided “as is” and is prepared solely for information reference purposes only and is not a substitute for specific legal or any other relevant advice.
6. End-User Conditions
6.1 You, and each End-User shall be bound by the following End User Conditions:
i. You shall not be permitted to copy, document or service any of the Platform Content except as part of the normal use of the Platform contemplated by this Agreement.
ii. You shall not translate, merge, adapt, vary, alter, or modify any part of the Platform Content.
iii. You shall not disassemble, de-compile, reverse engineer or create derivative works based on any part of the Platform or the Platform Content.
iv. You shall not publish or distribute any part of the Platform Content save and except as part of the normal use of the Platform contemplated by this Agreement.
v. End-Users are responsible for the security of their own Platform Logins and any passwords connected thereto which provide Platform Access.
vi. We accept no liability for any misuse of the Platform by any End User who accesses the Platform using the correct Platform Login details, and we shall be entitled to assume that any person accessing with those Platform Login details is authorised to do so.
vii. End-Users are not permitted to remove, modify, alter or use any of our registered or unregistered trademarks, logos, or designs, or do anything which may be seen to take unfair advantage of our reputation and goodwill or could be considered an infringement of any of our intellectual property rights.
viii. Save where expressly permitted by this Agreement, the Platform Content or any part or copy thereof may not be:
a) Extracted, downloaded, printed, or otherwise copied or reproduced.
b) Distributed, broadcast, forwarded or made available in any manner to any third party; or
c) Stored or included in any public or private electronic retrieval system.
ix. The End-User is permitted to download and/or print extracts from the Platform Content for personal offline review provided that such extracts:
a) Are stored securely and not (in whole or in part) distributed, broadcast, or otherwise made available in any manner to any third party.
b) Are destroyed or deleted within 1 year of the download or print.Are not used for any commercial purpose; and
c) Are not modified, copied, or incorporated into any other document or online content.
7. Hosting and Maintenance
7.1 We shall host and maintain the Platform for the duration of this Agreement.
7.2 You recognise that we may make use of third-party hosting and maintenance service providers on a sub-contracting basis to comply with our obligations under this Agreement.
7.3 We cannot control the actions of third-party providers who we rely upon to make your Platform Access possible and accept no liability for any loss or damage resulting from any inability to access the Platform at any time or for any period due to such a third-party provider’s default beyond our liability to refund fees in accordance with this Agreement.
7.4 We will endeavour to ensure that the Platform is normally available 24 hours a day, 7 days a week. However, Platform Access may be suspended temporarily during periods of Downtime and without notice where urgent maintenance is required or for any other reason.
7.5 We will, where reasonably possible, endeavour to give you notice of planned Downtime to ensure minimum disruption to you.
7.6 Where you inform us of a fault, we will endeavour to review the fault and attempt to remedy the same.
8. Failure of Service
8.1 If a technical failing takes place for a period in excess of 12 consecutive hours or 24 hours in aggregate during the Free Trial Period, we shall extend your Free Trial Period by the amount of downtime suffered by you as a result of the technical failing.
9. Liability and Reliance on Platform and Platform Content
9.1 You accept and agree that the platform (and platform content) is designed as a reference tool only and is under no circumstances to be deemed professional advice or guidance of any nature.
9.2 We accept no responsibility or liability for any damage or injury (whether financial, reputational, or otherwise) that is caused because of your reliance on the Platform and/or Platform Content.
9.3 You accept that the conduct of all End-Users is your sole responsibility, and you will indemnify us for any documented loss or damage caused to us resulting from a breach of the End User Conditions by any End-User. Furthermore, you accept that you are liable for the conduct of End-Users and where any End-User breaches any of the End-User Conditions this will be deemed a breach of this Agreement committed by you.
9.4 The Platform Content may contain links or references to independent parties, websites, government bodies, or regulators. Such parties, websites, government bodies, or regulators are not under our control, and we are not responsible for any outcomes because of you contacting, using, engaging, or otherwise referencing them. You agree that you will be deemed to have exercised your own independent judgement in any contact, contract, or otherwise involvement with them.
9.5 Both parties’ liability for any matter other than a breach of an express term of this Agreement is fully hereby excluded permissible in law. For the avoidance of doubt this clause will not exclude our liability for death or personal injury resulting from negligence, nor for any loss resulting from fraud.
9.6 Both parties’ liability for breach of contract shall be restricted to remedies in damages only and shall at all times be subject to the absolute aggregate limit of the amounts paid by you to us in performance of this Agreement at the date of such damages becoming payable.
9.7 You agree to indemnify us in full against all documented costs and expenses reasonably incurred to compel your performance of this Agreement (including legal fees).
9.8 We agree to indemnify you in full against all documented costs and expenses reasonably incurred to compel our performance of this Agreement (including legal fees).
9.9 We accept no liability to any person other than you. You shall ensure that all End-Users and any other persons having access to the Platform shall be made aware that we give no representation or warranty to them and exclude all liability for any loss sustained by them to the fullest extent permissible in law. Where we sustain any loss by virtue of your failure to comply with this clause you will indemnify us against such loss in full when providing the necessary documented evidence by us.
10. Owners of the Platform
10.1 You accept and agree that the Platform (and Platform Content) is designed as a reference tool only and is under no circumstances to be deemed professional advice or guidance of any nature.
10.2 We shall always retain all and any intellectual property in and rights to the Platform, including all copyright and design rights in the software, code, visual interface, and Platform Content.
10.3 Under this Agreement you are only granted specific rights to access the Platform and at no time will you acquire any right title or interest in the Platform or any of the Platform Content.
11. Minimum Technical Requirements
11.1 It is your responsibility to ensure that your technology enables Platform Access and the ability to review the Platform Content. We are not liable or responsible for any technical issues which may arise because of your failure to ensure compatibility.
11.2 Technical information regarding the minimum specifications required for your equipment will be provided to you on request.
12. Non-Exclusive Service
12.1 Nothing in this Agreement prevents us from offering or providing services like those provided to you under this Agreement to any other person, whether that person is in competition with you.
13. Waiver
13.1 No delay or omission in exercising any right, power, privilege, or remedy in respect of this Agreement is to impair such right, power, privilege, or remedy, or be construed as a waiver of it.
14. Data Protection and Confidentiality
14.1 Please refer to the Schedule for further information.
15. Termination
15.1 This Agreement may be terminated under any of the following circumstances, each of which being referred to as a ‘Termination Event’.
i) Upon the expiry of the Free Trial Period.
ii) This Agreement will automatically terminate if either we or you are:
a) Wound-up, dissolved or have a liquidator appointed.
b) subject to a court petition or resolution presented seeking winding-up, dissolution or a liquidator appointment; or
c) subject to an analogous event to a) and b) above in any jurisdiction.
iii) Either party may terminate with immediate effect upon giving written notice to the other if the other party:
a) Is in material breach of this Agreement.
b) Is insolvent, enters an arrangement with its creditors, is subject to a court judgment which is not satisfied within 30 days of payment being ordered, or has a receiver appointed over some or all its assets: or
c) Where it is necessary to do so to protect the interests of the terminating party (acting reasonably) following the other party becoming subject to any criminal or regulatory investigation, finding or sanction or being subject to material adverse press.
16. Post-Termination Obligations
16.1 Termination of this Agreement (however occurring) shall not affect your liability to make any payment under the terms of this Agreement arising before the date of termination unless you terminated in accordance with clause 15.1(i, ii).
16.2 Each party shall remain liable for any breach which occurred prior to termination notwithstanding the termination.
17. Assignment
17.1 Neither party may assign, novate or transfer any rights or obligations under this Agreement without the prior written consent of the other party which, in the case of an assignment of all rights and obligations in the pursuance of a genuine corporate restructuring, shall not be unreasonably withheld or delayed.
18. Severance
18.1 In case any provision in this Agreement should be invalid, illegal, or un-enforceable in any respect under any law applicable in any relevant jurisdiction:
i) the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired; and
ii) the Parties agree that they will in good faith seek to negotiate and agree an alternative provision in substitution therefore which would achieve the commercial aims of such provision and be valid legal and enforceable, and they will take such steps as are required to amend this Agreement so as to incorporate such substitute provision.
19. Notice
19.1 A notice required or authorised by this Agreement must be in writing, which shall include a notice sent by email.
19.2 Both parties may amend their address for service from time-to-time by notice, and service should be to the addresses stated in this Agreement, or as amended in accordance with this clause.
19.3 In the absence of proof as to the actual time a notice is served, or as to the fact that it has not been served, it will be deemed served:
i) If sent by ordinary pre-paid post, at 12.00 noon on the second working day after posting: or
ii) If sent by email, at 9.00am on the next working day after sending, provided that an automated response indicating that the intended recipient is out of the office is to be treated as proof that the notice was not received.
20. Third parties
20.1 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 2001 to enforce any term of this Agreement, but this does not affect any right or remedy of a third-party which exists or is available other than under such Act.
21. Amendment
21.1 We reserve the right to amend the terms of this Agreement from time-to-time.
22. Entire Agreement
22.1 This Agreement constitutes the entire understanding of the parties in respect of the subject matter of this Agreement and there are no promises, terms, conditions, or obligations whether oral or written, express or implied other than those contained or referred to in it or those made fraudulently.
23. Force majeure
23.1 Neither party shall be liable to the other for any default under this Agreement arising from circumstances beyond the control of the party in default provided that:
i) any party seeking to rely on this clause shall give written notice to the other containing full particulars of the act or matter which it claims has put the due performance of its obligations under this Agreement beyond its control; and
ii) this clause shall cease to apply when such act or matter has ceased to have effect on the performance of this Agreement.
23.2 If any act or matter relied upon by either party for the purpose of clause 23.1 shall continue for more than three months, the other party shall be entitled to terminate this Agreement by not less than one month’s written notice.
24. Status of Parties
24.1 Nothing in this Agreement constitutes a partnership or joint venture.
24.2 Neither party can act as the agent or attorney of the other.
24.3 Neither party is the employer of the other, nor is any employment relationship constituted between us and any End-Users.
25. Governing Law and Jurisdiction
25.1 The parties agree that the laws of the Isle of Man shall apply to this agreement and to the construction hereof.
25.2 The parties irrevocably submit to the jurisdiction of the Isle of Man Courts of Justice in respect of any dispute or question of construction related to this Agreement or the performance of it.
26. Complaints and Dispute Resolution
26.1 Where you have any complaint about our performance of this Agreement, without prejudice to any rights otherwise granted herein or to any remedies otherwise available in law, you agree to provide details of such complaint to us before taking any other action.
26.2 We and you both hereby agree that in the event of any complaint or other dispute we and you will each make a director or similar senior officer available to attempt in good faith to negotiate a resolution.
The Schedule:
Data Protection and the General Data Protection Regulation
Background
As a Company incorporated on the Isle of Man, we are required by law to keep all personal information safe. As a result of you engaging our services under this Agreement, there is a chance that we may need to process small amounts of your (or your staff’s) personal information.
Please therefore review the following carefully and it provides important legal information about how and why we process this personal data.
Definitions
“Client”: means you.
“Data Controller” means us.
“Data Subject”: means an individual who is the subject of Personal Data.
“GDPR”: means the EU General Data Protection Regulation 2016/679 and for the purposes of this Agreement, includes the Isle of Man Applied GDPR and the Isle of Man Data Protection Act 2018.
“Personal Data”: has the meaning set out in Article 4 of the GDPR and relates only to personal data, or any part of such personal data, (of which the Client is the Data Controller) required for the purposes of this Agreement.
“Processing and process”: have the meaning set out in Article 4 of the GDPR.
Processor: has the meaning set out in Article 4 of the GDPR.
Recipient: has the meaning set out in Article 4 of the GDPR.
By engaging our services under this Agreement, you are taken to have read and understood the following:
Key information
1. We are the Data Controller for the purposes of this Agreement and as defined by the GDPR.
2. Our primary Legal Basis for processing your Personal Data is for the purpose of entering into this Agreement with you and maintaining our relationship with you thereafter.
3. We shall process the Personal Data only to the extent, and in such a manner, as is necessary for the performance of this Agreement and in accordance with your instructions from time to time.
4. We shall not process the Personal Data for any other purpose without your express consent.
What information will we collect?
5. To fulfil our obligations under this Agreement we shall be exposed to certain pieces of information which are classified as Personal Data. For the purposes of this Agreement this could be any or all the following:
i) Full names
ii) Addresses and/or telephone numbers (whether personal or pertaining to employment)
iii) Ages and places of birth
iv) Gender
v) Employment information such as job titles
vi) Publicly available information (generally available through internet research)
6. For the avoidance of doubt, we do not collect any kind of Personal Data which would constitute ‘Sensitive’ or ‘Special Categories’ of Personal Data for the purposes of the GDPR.
Who might we disclose it to?
7. Our Platform product is maintained internally and therefore we do not share or disclosure your Personal Data with any other organisation other than:
i) Other companies within our Group Structure where it is required for the purposes of shared internal resources.
ii) As required by law or regulation to enforcement bodies or regulatory authorities.
iii) Any IT companies or archiving companies we may engage for the purposes of general office administration.
iv) Any third parties we may contract with to supply services under a strict contract containing data protection and confidentiality provisions.
8. We would however like to draw your attention to the fact that Advennt Limited is a joint venture company, this means that whilst we are an Isle of Man based company and the Platform operation takes place in and from the Isle of Man, the Board of Directors of Advennt Limited is split between the Isle of Man and Gibraltar. For this reason, there is a chance that small amounts of personal data shall be transferred to and from Gibraltar as would be contained within Board pack information and general internal e-mails amongst the business as part of its day-to-day administration.
How long will we keep your Personal Data?
9. We shall retain your Personal Data for the duration of this Agreement and for a maximum of 5 years thereafter.
10. Once the retention period detailed within clause 8 of this Schedule has expired, or in the event your Personal Data is no longer required if earlier, your Personal Data shall be destroyed in accordance with the GDPR.
Data Subjects Rights
11. All Data Subjects have the following rights under the GDPR:
i) The right to access the Personal Data we hold about that particular Data Subject
ii) The Right to rectify or correct any inaccurate Personal Data we hold
iii) The right to the erasure or destruction of Personal Data
iv) The right to restrict our processing of Personal Data
v) Where relevant, a right of Data Portability.
vi) Right to object to certain types of processing; and
vii) The right to lodge a complaint with the local Data Protection Information Commissioner
12. In the event a Data Subject wishes to lodge a complaint, the details are as follows:
Information Commissioner
First Floor, Prospect House
Prospect Hill
Douglas
Isle of Man
IM1 1ET
Tel: +44(0) 1624 693260
13. Some of the above rights are absolute rights, and some of them are subject to limitations and/or exceptions. Please contact us if you or a Data Subject within your organisation requires further information or wish to exercise any of these rights.
14. For the avoidance of doubt, we confirm that we do not utilise Automated Decision-making technology nor do we employ Direct Marketing mechanisms.
Benchmarking
15. We may from time-to-time undertake Benchmarking for the purposes of improving the Platform and/or the Platform Content.
16. Benchmarking is the process where we shall gather information to assess use of the Platform, its regularity of use.
17. No Personal Data is utilised for the purposes of Benchmarking, or on the event that Personal Data is required for the purposes of Benchmarking, it shall be completely anonymised.
Further information
If you would like any further information about how we process Personal Data under this Agreement, please do not hesitate to contact us using the following details:
Advennt Limited
Peveril Buildings
Peveril Square
Douglas
Isle of Man
IM99 1RZ
Tel: +44 (0) 1624 683242
E-mail: [email protected]
