Trading Agent Data — Data Terms

1. About these Terms

1.1 Who we are. These Terms are made by WU Capital Limited, a company incorporated in New Zealand (company number 9434075, NZBN 9429053731630), whose registered office is at 17 Beltany Drive, Flat Bush, Auckland 2019, New Zealand ("WU Capital", "we", "us", "our"). Contact: contact@tradingagentapp.com. Website: https://www.tradingagentapp.com. At the date of this Version we are not registered for New Zealand GST.

1.2 What they cover. These Terms apply to "Trading Agent Data": point-in-time company fundamentals taken from public company registers and securities regulators, however we make them available — through the API, files, bulk downloads, snapshots, the Website's data pages, the pit-fundamentals Python package, the pit-fundamentals-mcp server or any other channel we provide.

1.3 What they do not cover. The Website also hosts a separate stock-analysis tool (the "Research App"). The Research App is governed by our Terms of Service at https://www.tradingagentapp.com/terms, not by these Terms. A Licence gives you no right to use the Research App, and the Terms of Service do not govern the Data. Statements we make about the Research App are not statements about the Data, and the reverse. If you use both, the Terms of Service govern your website account and the Research App, and these Terms govern the Data; in any conflict about the Data, these Terms prevail. In particular, the Terms of Service's "one person per account" rule does not limit the Authorised Users of a Data licence. A plan for the Research App, including a Plus, Quant, Pro, Premium or Lifetime plan, does not include a Licence. Data you obtain through a Research App plan, or with a key issued for one, is Free Data licensed only under the Free Licence Schedule, whatever depth or volume the service returns, and clause 6 applies to it. To use Data beyond the Free Licence you need a Licence formed under clause 4. An account used only to obtain Data under a Licence formed by Order Form is governed by the Licence, not by the Terms of Service.

1.4 Who "you" are. "You" and the "Licensee" mean the person or organisation that accepts a Licence. If you accept for an organisation, you confirm that you have authority to bind it. If you do not have that authority, you are personally liable to us for the loss your lack of authority causes, and for your own use of any Data you obtained. Clauses 17.4(a) and 18 apply to you personally only for Redistribution or other misuse of Data that you yourself made or directed, and your liability is otherwise limited as clause 19.6 provides.

1.5 Summaries and notes. The summary at the top of each document, headings, examples and "are you on the right licence?" notes are there to help you read. They do not change the clauses. If a summary and a clause differ, the clause governs.

2. Definitions and interpretation

2.1 In the Licence:

• "Aggregated Results" means results you create using the Data that are not Derived Data, as explained in clause 2.2.
• "Attribution Notice" means the text prescribed for a market in the Source Conditions Schedule, together with its Date Line.
• "Authorised Users" means the individuals your Schedule or Order Form allows to use the Data on your behalf.
• "Business Day" means a day other than a Saturday, Sunday or public holiday in Auckland, New Zealand.
• "Company-Period Value" means any single figure or date in the Data that relates to one entity and one period — for example a company's revenue for a fiscal year, or the date that figure was filed. An entity's name or identifier on its own is not a Company-Period Value.
• "Consumer" means an individual who acquires a Licence wholly or mainly for purposes outside their trade, business, craft or profession. A person who does not meet that description is not a Consumer, even if a consumer-protection law treats their acquisition as a consumer acquisition (for example under section 3 of the Australian Consumer Law, because of its price). That person keeps every right that law gives and that cannot be excluded (clause 19), and clause 30.8 applies where relevant, but clauses 18.3, 19.4 and 30.6 do not apply to them.
• "Data" means all data we make available under a Licence, in any form and through any channel, including: figures; figures we compute, such as ratios; identifiers, names, addresses, dates (including the filed date), labels, flags, metadata and mappings; the point-in-time keying of all of these; any copy, extract, subset, translation, reformatting or other version of any of them; and any Derived Data. Aggregated Results are not Data.
• "Date Line" has the meaning given in the Source Conditions Schedule.
• "Deletions Feed" means the list of records removed from the Data that we make available under clause 11.2 at https://www.tradingagentapp.com/api/v1/fundamentals/deletions, or at any replacement address we notify.
• "Delivery Date" means the date we first make particular Data available to you: for the API and downloads, the date of each response or download; for a Snapshot, the date its files can first be downloaded at https://www.tradingagentapp.com/account/snapshots, or the date we finish copying them to the storage location you named.
• "Derived Data" has the meaning given in clause 2.2.
• "Display" means showing Data to a person in a form that person can read — on a screen, in a document, image or chart — as opposed to supplying it as a file, feed or through an API.
• "Documentation" means our API documentation at https://www.tradingagentapp.com/developers, the methodology at https://www.tradingagentapp.com/fundamentals/methodology, the data-quality report at https://www.tradingagentapp.com/api/v1/fundamentals/quality, and our published changelog.
• "End User" means a person outside your organisation who uses a Licensee Product.
• "Fees" means the fees for a Licence shown at checkout or in the Order Form.
• "Free Data" means Data obtained through the free channels described in clause 1.2 of the Free Licence Schedule, and Data treated as Free Data under clause 1.3 of these Terms or clause 1.3 of that Schedule. Data delivered under a paid Licence, including by Snapshot download, storage-location copy or Order Form, is never Free Data, including after that Licence ends (Free Licence Schedule clause 1.3).
• "French Data", "Danish Data" and similar names mean the Data of that market, and "Taiwan OpenAPI Data" and "Taiwan Archive Data" mean the Taiwan Data of each route, as described in the Source Conditions Schedule.
• "Insubstantial Extract" means no more than 100 Company-Period Values (counting Derived Data values) in any one document, publication, presentation or screen, provided that: (a) they appear in a one-off article, paper, thesis, book, presentation or post, or in a report prepared by your Authorised Users for a named recipient; (b) they are not included in, or made available through, an application, a website page generated from the Data, a database, tool, API, feed, alert, newsletter series or other product or service, whether or not paid for; (c) all your publications together do not contain Company-Period Values for more than 1,000 entities in any one market in any 12 months; and (d) they are not supplied in a form designed for machine extraction in bulk.
• "Internal Use" means use by your Authorised Users for your own internal purposes — analysis, research, model development, investment and business decisions, internal reports and internal systems — including disclosure to your auditors, regulators and professional advisers where needed, under a duty of confidence. It does not include making Data available to anyone else, except Insubstantial Extracts where your Schedule allows them.
• "Licence" means a licence formed under clause 4 on the documents listed in clause 3.1.
• "Licence Set" means these Terms, the Source Conditions Schedule and the Schedules, published together under one Version.
• "Licence Term" means the period described in clause 16.1.
• "Licensee Product" means an application, website, publication or service of yours that your Redistribution Schedule, OEM Schedule or Order Form allows to Display Data, and anything the OEM Schedule treats as one.
• "OEM Agreement" means an Order Form on the OEM Schedule, signed by you and by us, that grants a right to Display Data without our credit, to run a product for another business or under its brand, to sublicense Data to your customers, or to supply Data as or within a data product. No Schedule grants those rights on its own.
• "Onward Supply Licence" means a Redistribution Licence, a Snapshot with a right of Redistribution, or an OEM Agreement. Publishing Insubstantial Extracts or Aggregated Results under any Licence is not onward supply.
• "Order" means an order for a Licence placed through online checkout or by Order Form.
• "Order Form" means an order document in the form of our published Order Form template, signed by you and by us.
• "Personal Data" means information about an identified or identifiable natural person, including "personal information" under the Privacy Act 2020 (New Zealand), "personal information" under the Privacy Act 1988 (Australia) and "personal data" under the EU and UK General Data Protection Regulation.
• "Redistribution" means making Data available to anyone other than your Authorised Users, by any means, including Display, publication, file, feed, API or the output of a model or software. It does not include (a) hosting, storage or processing by a service provider under clause 5.4, or (b) disclosure to your auditors, regulators and professional advisers as part of Internal Use.
• "Schedule" means the document for your tier — the Free Licence, Personal, Commercial, Redistribution, OEM or Snapshot Schedule — and, where the context allows, the Source Conditions Schedule.
• "Snapshot" means a copy of the Data frozen at a Vintage and licensed under the Snapshot Schedule.
• "Source Conditions" means the licences, terms of use and legal conditions under which a Source Register makes its material available, as set out and passed on in the Source Conditions Schedule.
• "Source Conditions Schedule" means our published document of that name (sources).
• "Source Register" means a public register, regulator or exchange from which Data originates, as listed in the Source Conditions Schedule.
• "Subscription" means a Licence for which Fees are paid periodically: Personal, Commercial and Redistribution, and every OEM Agreement (OEM Fees are always periodic: OEM Schedule clause 3.1).
• "Update Pack" has the meaning given in the Snapshot Schedule.
• "Upstream Change" has the meaning given in clause 7.6.
• "Version" means the identifier shown at the top of each document in the Licence Set. Each Version is fixed text.
• "Vintage" means the date at which a Snapshot is frozen. For each market, a Snapshot contains our most recent file for that market with a data date on or before the Vintage: the records the Source Registers had made public on or before that file's data date, as held by us when we built it. A file's "data date" is the date we last updated the Data it contains.
• "Website" means https://www.tradingagentapp.com, its subdomains and its API endpoints.

2.2 Derived Data and Aggregated Results. The line between these two decides which tier you need, so it is drawn as a test:

(a) Derived Data means any data created from Data, by you or anyone acting for you, that: (i) contains, or lets a person read, reconstruct, reverse-engineer or closely approximate by reasonable means, any Company-Period Value (a value is closely approximated if it is within 5% of it, or if a reasonable user would use it in place of it); (ii) is a value for a single entity, or a single entity and period, calculated by formula or fixed rule from one or more of that entity's Company-Period Values, whether alone or together with other inputs such as market prices, exchange rates, indices, other entities' Data or your own data — for example a ratio, margin, growth rate (nominal or real), per-share figure, valuation multiple, sum, difference or average, a currency conversion, a restatement or a rounding; or (iii) states the rank, percentile, decile, quantile, z-score, rating band or other position of a single entity, or a single entity and period, relative to other entities, on any field of the Data or any value described in (ii).

(b) Aggregated Results means everything else you create using the Data. A result computed across at least 10 different entities is presumed to be an Aggregated Result, unless it is designed to, or can reasonably be used to, isolate one entity's values. A value for a single entity is an Aggregated Result only if it is the output of a statistical or machine-learning model whose parameters were estimated on the Data of at least 100 entities, and neither test (a)(i) nor test (a)(iii) is met. Naming or identifying an entity in an Aggregated Result does not by itself make it Data. Reproducing our list of entities, their names and identifiers for a market, in whole or in substantial part, does.

(c) Derived Data is Data. Every restriction on Data applies to it.

(d) Examples:

2.3 Interpretation. "Including" and similar words mean "including without limitation". "Writing" includes email. "Days" means calendar days unless Business Days are stated. A reference to a law includes that law as amended or replaced and any regulations under it. The singular includes the plural. A reference to a clause is to a clause of these Terms unless another document is named.

3. The documents that make up your Licence

3.1 Your Licence consists of, in this order of precedence:

(a) your Order Form, if you have one; (b) the Schedule for your tier; (c) the Source Conditions Schedule; (d) these Data Terms; and (e) content on the Website, but only where one of the documents above expressly refers to it, and only as it stood when your Licence was formed (for a Snapshot), when your current billing period began (for a Subscription) or when you obtained the Free Data (for the Free Licence). The Deletions Feed is the exception and always applies as currently published. A later change to other Website content does not reduce your rights or add to your obligations, except under clause 22.3, 22.6 or 27.

3.2 If two of these documents conflict, the one higher in the list prevails, subject to clauses 3.3 to 3.5.

3.3 We cannot grant more than we hold. No document can give you rights in a market's Data beyond what that market's Source Conditions allow us to grant. Where a Schedule or Order Form appears to grant more, the grant is limited to what the Source Conditions allow (clause 7.3). Clause 7.6 (Upstream changes) applies to every Licence and to all Data, whatever a Schedule or Order Form says. Clause 7.4 of these Terms and clause 3.8 of the Source Conditions Schedule (rights under open licences, including New Zealand Charities Register data under CC BY 3.0 NZ) likewise prevail over every Schedule and Order Form, whatever their order in clause 3.1, and every restriction in a Schedule or Order Form applies subject to them.

3.4 Order Forms must be specific. An Order Form overrides the Source Conditions Schedule or these Terms only where it names the clause it changes. It never overrides: clauses 3.3 to 3.5, 7.3, 7.4, 7.6, 17.1 or 19 of these Terms; the last three sentences of clause 5.1 (New Zealand Charities Register data is not sublicensed); the third sentence of clause 8.4 (a Source Register's Attribution Notice is never removed or shortened); clause 30.1, for an Onward Supply Licence; or clause 3.8 of the Source Conditions Schedule. A Schedule that says an Order Form cannot change one of these clauses relies on this clause.

3.5 Consumer law comes first. Clause 19 applies despite anything else in any document.

3.6 Privacy Policy. Our commitments about personal information about you and your Authorised Users as customers are in clause 12.6. Our Privacy Policy at https://www.tradingagentapp.com/privacy describes that handling in more detail. It is not part of the Licence, and it does not reduce clause 12.6.

4. How a Licence is formed

4.1 Online orders. At checkout we show a consent box, not ticked in advance, with links to the fixed Version of these Terms, the Source Conditions Schedule and the Schedule for your tier. For a business tier, the consent text also names the clauses that exclude consumer and fair-trading law (clause 19.2), limit our liability (clause 17), set your liability for misuse of the Data at the higher cap in clause 17.3(d), leave it uncapped for deliberate, repeated or bulk misuse and the other breaches listed in clause 17.4(a), and set your indemnity (clauses 17.3(d), 17.4 and 18), continue deletion duties after the Licence ends (clause 11), let us stop supplying, remove or restrict Data after an Upstream Change (clause 7.6) and send disputes to arbitration (clause 30). Ticking the box and authorising payment is your offer to take the Licence. We accept it, and the Licence is formed, when we send the order confirmation email that issues your key or, for a Snapshot, tells you where to download it, which we normally do straight away (for a Redistribution Licence, after the check in clause 4.9(i), normally within 2 Business Days). If we have not accepted within 5 Business Days, your offer lapses and we refund any payment in full. With your order we record the identifier and Version of each document, a SHA-256 hash of the exact text of each, the time, your order and account identifiers and, where available, your IP address and browser details.

4.2 Invoiced orders. For a sale by invoice, you and we must both sign an Order Form before we deliver anything. The Licence is formed when both parties have signed. Electronic signatures are accepted (clause 31.7). If you pay before the Order Form is signed, we hold the payment and refund it in full if the Order Form is not signed within 30 days.

4.3 The Free Licence is formed: (a) for a free API key, when you tick a consent box that is not ticked in advance and that links to the fixed Versions of the Free Licence, these Terms and the Source Conditions Schedule, and we issue the key; and (b) for the demo key, the sample file, the Website's data pages and per-company downloads, when you use them after the Free Licence has been displayed to you with a notice that using them means you accept it. Clauses 18, 19.2, 30.3 and 31.2 do not apply to a Free Licence formed under (b). They apply to a Free Licence formed under (a) only if the key request form also showed a separate box, not ticked in advance, stating that you request the key in trade for a business, profession or institution and naming clauses 17, 18, 19.2 and 30 as the checkout consent text in clause 4.1 does, and you ticked it.

4.4 Purchase-order and procurement terms are excluded. Terms in or referred to by a purchase order, supplier portal, vendor registration, procurement system, invoice-processing platform or similar document do not form part of the Licence and have no effect, even if we sign, acknowledge, accept or perform against that document. The only exception is a term that an Order Form expressly adopts by name.

4.5 Supplier forms. We will fill in reasonable supplier-registration, tax, sole-source or similar forms your organisation needs. Doing so is administrative only and does not change the Licence.

4.6 Fixed versions. Each Version of each document is published at a permanent address and never edited afterwards. The Version you accepted governs your Licence, subject only to clause 27. You may download and keep a copy. We keep the acceptance record in clause 4.1, and a copy of each signed Order Form, for the life of the Licence plus seven years, or until we stop trading if earlier, and will send you a copy on request.

4.7 Business purchases. Unless you buy a Personal Licence, you confirm that clause 19.2(i) and (ii) are true of you. If they are not, clause 19.2 does not apply to you and, if you are an individual, clause 19.6 applies.

4.8 Eligibility. You must be at least 18 and able to enter a binding contract.

4.9 We may decline an order. Before we accept an order under clause 4.1 or sign an Order Form, we may decline it for any of these reasons: (a) sanctions (clause 23); (b) reasonable suspicion of fraud; (c) a missing or invalid tax identification number (clause 14.8); (d) a Personal order from a person who usually lives in the European Union, the European Economic Area or the United Kingdom; (e) an earlier Licence of yours that we terminated under clause 16.3; (f) the order does not meet the eligibility or ordering conditions of these Terms or the Schedule for that tier, including clause 4.8, clause 2 of the Personal Schedule and clause 3.2 of the Snapshot Schedule; (g) an obvious error in the price or description shown when you ordered; (h) we cannot lawfully supply the Data ordered, or a Source Register has required us not to; or (i) for an Onward Supply Licence, you, or a business that controls you or that you control, offer a competing data product (as defined, and for the reason given, in clause 26.3). If we decline, we refund anything you paid in full.

5. The licence we grant

5.1 Grant. In return for the Fees (if any), and subject to the Licence, we grant you a non-exclusive, worldwide (subject to clause 23), non-transferable (except under clause 26) and non-sublicensable (except as your Schedule or Order Form allows) licence to use the Data for the Licence Term, for the purposes and within the scope set out in your Schedule and Order Form. This clause does not license New Zealand Charities Register data. The Department of Internal Affairs licenses that data to you directly under Creative Commons Attribution 3.0 New Zealand (clause 7.4). For that market we supply access, normalisation and delivery only, and no Schedule, Order Form or OEM Agreement grants a sublicence of it.

5.2 Ending the grant. We can end, suspend or restrict the grant only in the ways these Terms set out (clauses 7.6, 10.3, 10.5, 15.1A, 15.4, 16, 23, 26.3 and 27.3).

5.3 Authorised Users. Only your Authorised Users may use the Data. You are responsible for their acts and omissions as if they were your own.

5.4 Service providers. You may let a service provider host, store or process the Data on your behalf and only for your purposes — for example a cloud provider or outsourced IT function — if it is bound by confidentiality obligations at least as protective as clause 20. You are responsible for it.

5.5 Aggregated Results are yours. Aggregated Results belong to you. They are not Data, we claim no rights in them, and you keep them after the Licence ends. Clause 6.1(b), (d) to (g) and (k) to (n), and clause 7.2, still apply to how you use them. Aggregated Results you create under the Free Licence, a Personal Licence or an Academic Snapshot may be used only for the purposes that Licence permits, and published only in the publications it permits. Unless you hold, for the whole period of that use, a Commercial Licence, Redistribution Licence, OEM Agreement or Single-market or All-markets Snapshot covering the markets used, you must not: sell, license or supply them for value; use them in, or to operate, a product, paid service or trading for others; or give Aggregated Results that state values for individual entities (such as scores, ratings, signals or estimates for named entities) to a sponsor or anyone else, except inside a publication.

5.6 Software. The pit-fundamentals Python package, the pit-fundamentals-mcp server and any other client software we publish are licensed under the open-source licence stated in their own repositories. That licence covers the code only. Data you obtain through them is licensed under your Licence.

5.7 Everything else is reserved. We grant no right that the Licence does not expressly grant.

6. Restrictions

6.1 Unless the Licence (including your Schedule or Order Form) expressly permits it, you must not, and must not allow anyone else to:

(a) Redistribute the Data, or sell, resell, rent, lend, sublicense or otherwise make it available to anyone;

(b) use the Data to create, populate or improve a dataset, database, data feed, API, index or data product that is offered to others and substitutes for or competes with Trading Agent Data — including supplying Data to another data vendor, or training a model to reproduce or regenerate Data values;

(c) remove, alter or obscure an Attribution Notice, a Date Line, our credit where your Schedule requires it, a copyright or licence notice, or any fingerprint described in clause 9.5;

(d) use the Data, alone or with other information, to identify a natural person who is not already identified by an entity's registered name in the Data, or to recreate a record we have removed because it relates to a natural person;

(e) combine the Data with Personal Data in order to profile, evaluate, monitor or make decisions about natural persons. Using Data about an entity to make a decision about that entity does not breach this paragraph merely because you also hold Personal Data about its directors, officers, owners or contacts for your own lawful purposes (for example know-your-customer checks or a contact record), provided you do not use the Data to evaluate any of them personally;

(f) use the Data to assess the creditworthiness of a natural person, to give a natural person a credit score or credit limit, or to make an insurance, employment, housing or tenancy decision about a natural person — including a sole trader, or a person because of their connection with an entity;

(g) use French Data to build, offer, run or support any search, filter, sort or index by any criterion listed in article A.123-69 of the French Code de commerce, set out in the Source Conditions Schedule;

(h) use scrapers, crawlers, bots or other automated means to extract Data from the Website's pages; extract Data from the free tier, the demo key or public files beyond the published rate limits, or in a way designed to assemble a copy of all or a substantial part of any market; or use several accounts, keys or addresses to get around limits;

(i) share, publish or embed an API key except as clause 20 allows;

(j) get around rate limits, access controls or security measures; probe, overload or interfere with our systems; or reverse engineer our systems, except to the extent the law allows despite this clause;

(k) state or imply that we or any Source Register endorse, sponsor or approve you, your product or your use of the Data;

(l) misrepresent the source, date or content of Data — including presenting Snapshot data as current, or presenting processed Data as the Source Register's own unprocessed publication;

(m) use the Data for any unlawful purpose, including market manipulation, misleading or deceptive conduct, unlawful discrimination, or a breach of sanctions, privacy or electronic-marketing law; or

(n) use Danish Data or French Data for direct marketing or prospecting, or to build, select or enrich marketing lists, except as clauses 3.1(g) and 3.2(c) of the Source Conditions Schedule allow; or Display Danish Data to anyone other than your Authorised Users, or publish or pass it on, without the Attribution Notice that carries its advertising-protection marking (Source Conditions Schedule clause 3.2(c)).

6.2 The market-specific conditions and prohibited uses in the Source Conditions Schedule also apply to you.

6.3 Clause 6 is subject to clause 7.4 (rights under open licences).

6.4 If you are unsure whether a use is permitted, ask us before you start. We will answer in writing, and a written confirmation from us binds us. A written confirmation binds us only as to whether a use falls within the Licence as written. It cannot grant a right that needs an Order Form or an amendment under clause 27.6, or more than the Source Conditions allow (clause 3.3).

7. Source Conditions

7.1 Where the Data comes from. The Data originates from the Source Registers listed in the Source Conditions Schedule. Each makes its material available under Source Conditions, and some of those conditions pass to anyone who reuses the material.

7.2 They bind you. Complying with the Source Conditions that apply to the Data you hold is a condition of your Licence.

7.3 Limit of what we can grant. Our documents decide conflicts between our own terms. They cannot give you a right in a Source Register's material that the Source Register has not given us. Where a Schedule or Order Form appears to grant more than the Source Conditions allow for a market, the grant is limited to what they allow.

7.4 Rights under open licences are not restricted. Where a Source Register publishes material under an open licence or places it in the public domain, nothing in the Licence restricts the rights you have, under that open licence or at law, in that material as you obtain it from the Source Register. Our restrictions apply to our own contribution — the compilation, selection and arrangement of the Data, its point-in-time keying and filed dating, field mappings, normalisation, identifiers, linkages, quality flags, the figures we compute, and our delivery — and to the copy we deliver. For New Zealand Charities Register data specifically, the Department of Internal Affairs licenses that data to you directly under Creative Commons Attribution 3.0 New Zealand, and nothing in the Licence restricts anything that licence permits you to do with it, including with the copy we deliver. For this purpose "that data" includes every figure, flag and identifier we supply with it, including the surplus and ratios we calculate. Every other clause of these Terms, and every Schedule and Order Form, applies to that data only so far as it does not restrict what that licence permits; in particular, a Deletions Feed entry for that data is a notice to you, not a duty to delete, unless a law that applies to you requires deletion. Our fees for that market are for access, normalisation and delivery.

7.5 When Source Conditions change. If a Source Register changes its Source Conditions, or a public body changes a requirement that applies to the Data, we will update the Source Conditions Schedule under clause 27.3 and tell paying Licensees by email.

7.6 Upstream changes. An "Upstream Change" happens when, for any market or source route: (i) a Source Register, or the body that runs its access service, withdraws, suspends, narrows or adds conditions to its permission for us, or for those we supply, to reuse its material — by notice to us, by changing its published terms or otherwise — or states in writing that its permission does not cover, or did not cover, our supply or the use of those we supply, or ends or suspends our access to its material; (ii) a Source Register lawfully requires its material to be removed from copies held by us or by others; (iii) a law, or an order, decision or written requirement of a court, regulator, data-protection authority or other public body, requires us to stop supplying, to remove or to restrict any Data (for example a ban on reuse under article L.326-1 of the French Code des relations entre le public et l'administration); or (iv) a person asserts in writing, with reasonable grounds, that Data infringes its rights, or a law makes continued use of Data unlawful or actionable once the rights of a third party in it are known (for example article 36(3) of the Korean Act on the Promotion of the Provision and Use of Public Data). Our own choice not to renew an access agreement or subscription, or not to pay a charge a Source Register introduces, is not an Upstream Change; clause 16.5 applies to it.

What we may do. After an Upstream Change, whatever caused it, we may, by written notice, for the affected Data only, and only so far as the Upstream Change makes necessary (or, where it leaves a choice, so far as we reasonably consider necessary to comply with it): (i) stop supplying the affected Data; (ii) require you to stop using, Displaying and Redistributing the affected Data and to delete it; or (iii) restrict its use, including to Internal Use, or apply to it a condition the Upstream Change imposes, which we then add to the Source Conditions Schedule under clause 27.3. The loss of our access alone does not oblige you to delete Data already delivered, unless the Source Register or the law requires it. But once our access to a market's material ends, we can no longer detect its withdrawals; so, if you hold an Onward Supply Licence, you may continue to Display that market's Data for no more than 12 months after our notice, as clause 16.5 provides for a discontinued market, and the Fees paragraph below applies.

Our notice. Our notice will identify the Upstream Change, the affected Data, what you must do and the date by which you must do it. That date will be as late as the Upstream Change allows and, unless it requires an earlier date, at least 30 days after our notice. On request we will give you a copy or summary of the requirement, unless the law or the requirement forbids it. Where we require deletion, we also list the affected records in the Deletions Feed, marked "withdrawn". If a record also falls within clause 11.1(b), (c) or (d), it is marked "delete" instead, and you must meet whichever is earlier of the date in our notice and the deadlines in clauses 11.5 and 11.10(a).

What you must do. You must comply by the date in our notice, under every Licence, including a Snapshot and despite clause 11.6. If you hold an Onward Supply Licence, then within 5 Business Days after our notice you must pass it on to every sublicensee and customer to whom you supplied the affected Data and, where your records identify them, to End Users who exported it, and require them to comply by the same date; and by that date you must apply the same stop, deletion or restriction in every Licensee Product. You need not retrieve copies that End Users obtained lawfully, unless the Upstream Change extends to them.

Open licences. This clause does not let us require you to delete, or restrict your use of, New Zealand Charities Register data, or other material you hold under an open licence that forbids such a requirement or restriction (clause 7.8(b)), except so far as a law or court order requires it. Nor does it restrict the rights you have in material as you obtain it from the Source Register itself (clause 7.4). It does apply to the copy we delivered of all other Data, including Taiwan OpenAPI Data, Japanese Data and Data that a Source Register licenses without time limit or irrevocably. We may still stop supplying any Data.

Fees. If an Upstream Change removes a market or a material part of the Data you licensed, or materially restricts your rights in it: (a) for a Subscription, your Fees are reduced from the date in our notice in proportion to what was affected, unless your Order Form states another share: for a market removed, by that market's share of the markets in your Licence; for part of a market, by that share multiplied by the proportion of that market's entities in your Licence at the date of our notice that are affected; and for a right removed (for example the right to Display a market's Data), by that market's share multiplied by the part of your Fees that the right represents — the difference between our list price for your Licence and our list price for the same Licence without that right, divided by our list price for your Licence. We refund or credit the reduction for any prepaid period. Either party may refer the result to clause 30 only if it shows that the result is materially wrong. Instead, within 30 days after our notice, you may end the affected Subscription and receive a refund of prepaid Fees for the unused part of the period; and (b) for a Snapshot, we will refund the part of its Fees attributable to the affected market (the whole price for a single-market Snapshot; otherwise the price divided by the number of markets in the Snapshot) or, where only a right of Redistribution is removed, that part of the difference between the price you paid and our list price, at the time of purchase, for the same Snapshot without that right. Either refund is reduced by 20% for each full year since the Delivery Date.

No other liability. Subject to clauses 17.1 and 19, the fee reductions, refunds and termination right in this clause are your only remedies against us for an Upstream Change and for what we do under this clause, and an Upstream Change after a Delivery Date is not a breach of clause 10.2. This limit does not apply to the extent that the Upstream Change was caused by our own breach of the Source Conditions, of the Licence or of law. Supplying Data in reliance on the basis for a market or route described in the Source Conditions Schedule (including clause 3.6(b) for Taiwan Archive Data) is not, by itself, such a breach. Where our own breach caused the Upstream Change, our powers under this clause still apply, and you keep the fee remedies in this clause and may also claim damages under clause 17. We will use reasonable efforts to keep or restore the permission, and will tell you if it is restored.

Why. Every Source Register can change, narrow or end the permission we rely on — most of them at any time, without notice and without compensation — courts and public bodies can order public data removed, and third parties can assert rights in filed material. We cannot supply more than we hold (clause 7.3). This clause passes on only what such a change requires, with notice, a matching reduction or refund and a right to leave. Our powers apply whatever caused the change, because a removal requirement binds us whatever its cause and must reach the copies we supplied; if our own breach caused it, you keep your claim for damages. It applies to every market and route, including Taiwan Archive Data, and to every Schedule, Order Form, Snapshot and OEM Agreement.

7.7 No endorsement and no liability of Source Registers. The Source Registers have not reviewed or endorsed the Data or our processing of it. Their own disclaimers apply to their material, and they have no liability to you under the Licence.

7.8 Passing Source Conditions on. If you hold an Onward Supply Licence: (a) you must bind each recipient of Data — End User, customer or sublicensee — by terms that are enforceable against them, to keep the Attribution Notices with it, to every Source Condition that the Source Conditions Schedule says must be passed on for the markets they receive, to delete records as clause 11.10 requires, and to the statement that neither we (nor our directors, employees or contractors) nor any Source Register is liable to them, except for loss caused by fraud, intentionally or by gross negligence, and except as a law that cannot be excluded provides; and you must give them the notices that the "Passing on" paragraphs of the Source Conditions Schedule say must be given. Anyone who exports, downloads or otherwise receives a copy of Data, or receives it through a file, feed or API, must accept those terms before receiving it (a clickwrap is enough); (b) you must not impose on New Zealand Charities Register data, or on other material you hold under an open licence that forbids it, any term or technical measure that the Source Conditions Schedule says must not be passed on (clause 7.4); (c) your terms with a recipient must state that, for the statement in (a) that we (and our directors, employees and contractors) and the Source Registers are not liable, you contract also as agent for us, our directors, employees and contractors, and each Source Register. Where the law governing those terms allows it, they must also let us and the Source Registers enforce the passed-on conditions directly, and let us, our directors, employees and contractors, and the Source Registers rely on that statement directly. Where it does not, you hold the benefit of those terms for us and, for that statement, also for our directors, employees and contractors; you must enforce them at your cost at our reasonable request, and must assign to us your rights to enforce them if we ask; (d) you must give us a copy of your current terms with recipients on request; and (e) you are responsible to us for a recipient's breach of a passed-on condition if you did not bind them as this clause requires, or did not act on the breach after you knew of it.

8. Attribution

8.1 What we supply. We supply attribution with every delivery: (a) an attribution field in every API response; (b) a final column named source_attribution in every CSV file we deliver other than a bulk or Snapshot file — including CSV responses from the API, per-company downloads and the public sample CSV — giving on every row the Attribution Notice for that row's market with its Date Line; and (c) with every bulk file and every Snapshot file, a file named ATTRIBUTION.txt, which we serve at https://www.tradingagentapp.com/api/v1/fundamentals/attribution, dated with the data date of the file it accompanies and never with the date you download it. The API response that gives you a bulk or Snapshot file states the address of the ATTRIBUTION.txt for that file (attribution_url), and https://www.tradingagentapp.com/account/snapshots links it beside each Snapshot's files. The Website's data pages show the same attribution. The Date Line and the content of ATTRIBUTION.txt are set out in the Source Conditions Schedule.

8.2 Keep it with the Data. You must keep the attribution with every copy of the Data you hold, including internal copies, files containing Derived Data, and backups. In particular, you must save ATTRIBUTION.txt beside every copy of a bulk or Snapshot file, and keep the source_attribution column in every copy of a CSV file. If you remove that column from a copy, you must keep beside that copy an ATTRIBUTION.txt for the markets and data dates it contains.

8.3 Show it where others can see Data. Wherever you Display, publish or Redistribute Data, as your Licence allows, you must show the full Attribution Notice for each market shown, in the way the Source Conditions Schedule describes.

8.4 Our credit. Where your Schedule requires our credit, you must show it as the Schedule says. Our credit can be removed only under an OEM Agreement. A Source Register's Attribution Notice can never be removed or shortened, including under an OEM Agreement, with two exceptions for New Zealand Charities Register data: you must remove the credit to the Department of Internal Affairs if the Department asks you to, keeping the licence reference (CC BY 3.0 NZ clause 2.1; Source Conditions Schedule clause 3.8(f)); and you may use, instead of its Attribution Notice, any other credit that meets CC BY 3.0 NZ clause 2.1 (Source Conditions Schedule clause 3.8).

8.5 Internal short form. Internal dashboards and reports seen only by your Authorised Users may use the short form set out in the Source Conditions Schedule (clause 2.5), subject to the exceptions set out there, as long as the full notice stays with the underlying files.

8.6 No endorsement. Attribution must not suggest that we or any Source Register endorse you or your use of the Data.

8.7 If our attribution is wrong. If the attribution we supplied is missing or wrong, tell us and we will supply corrected text promptly. As between you and us, you are not in breach for having used the text we supplied, provided you adopt the corrected text within 30 days of receiving it.

9. Ownership

9.1 Licensed, not sold. The Data is licensed to you, not sold. Paying for a Licence, including a perpetual Snapshot, does not transfer ownership of any Data or any intellectual property.

9.2 What we own. We own the compilation of the Data — its selection, arrangement and structure, its point-in-time keying and filed dating, field mappings, normalisation, entity identifiers and linkages, quality flags, the figures we compute, and the Documentation. To the extent it is original, the compilation is a literary work protected by copyright under sections 2 and 14 of the Copyright Act 1994 (New Zealand), and copying it, or a substantial part of it, or communicating it to the public without licence infringes that copyright (sections 16 and 29). Other countries' laws may also protect it where they apply. To the extent not published, our methods are confidential know-how. Individual facts and figures are not protected by copyright; your obligations about them arise under the Licence.

9.3 What we do not own. We do not claim ownership of the facts that companies file, or of the Source Registers' own publications. The Source Registers keep their rights.

9.4 Reservation. All rights not expressly granted are reserved to us and our licensors.

9.5 Fingerprinting. We may mark delivered copies so that a copy can be traced to its Licensee — for example by file-level watermarks, row order or formatting. We will never change a value to do so.

9.6 Feedback. We may use suggestions and error reports you give us without obligation to you.

9.7 Names and marks. The Licence gives you no right to use our names, logos or marks, except to give the credit your Schedule requires.

9.8 Access control. We supply paid Data only to identified Licensees, under access controls — API keys, signed links and named accounts. You must keep the Data you hold under the controls clauses 20 and 21 require, except as your Licence allows you to Display or supply it. This clause does not apply to New Zealand Charities Register data (clause 7.4).

10. Data quality, warranty and remedies

10.1 What the Data is. The Data is extracted automatically from filings made with Source Registers. Each figure is kept as first reported and carries filed, the date it became public or, where the Source Conditions Schedule says so for a market, the proxy for that date described there. Later restatements are added beside the original, never over it. Nothing is imputed to fill a gap, except values we calculate as the Source Conditions Schedule describes (such as single-quarter amounts and New Zealand charities surplus). Coverage differs by market and by field, and we publish it, with known limits, in the Documentation before you buy. Errors can occur both in the filings and in our extraction, mapping, conversion and dating.

10.2 Our warranty. We warrant that, at each Delivery Date, we obtained the Data lawfully and have the right under the Source Conditions to license it to you on the terms of your Licence (or, for New Zealand Charities Register data, to supply it to you for use under CC BY 3.0 NZ). If a Source Register states in writing after a Delivery Date that its permission does not cover, or did not cover, our supply or your use, that is an Upstream Change under clause 7.6, not a breach of this clause, unless we knew of the statement at the Delivery Date.

10.3 Remedy for breach of that warranty. If the warranty in clause 10.2 is breached, we will, at our option and cost: (a) obtain the right needed; (b) replace or modify the affected Data so the warranty is met; or (c) withdraw the affected Data, list it in the Deletions Feed (marked "withdrawn": clauses 11.1 and 11.6), and refund the Fees attributable to it — for a Subscription, the prepaid Fees for the unused part of the period if the withdrawal materially reduces the Data you licensed, and for a Snapshot, as calculated under clause 7.6(b). Subject to clauses 16.4(b) and 19, this clause is your sole remedy for breach of clause 10.2.

10.4 NO OTHER WARRANTY. EXCEPT FOR CLAUSE 10.2, AND SUBJECT TO CLAUSES 17.1 AND 19, THE DATA IS PROVIDED "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE". WE DISCLAIM ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING OF MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, CURRENCY AND FITNESS FOR A PARTICULAR PURPOSE, AND WE DO NOT WARRANT THAT ACCESS WILL BE UNINTERRUPTED — INCLUDING AS TO ERRORS ARISING IN OUR EXTRACTION, MAPPING, CONVERSION OR DATING.

10.5 Data errors: correction and re-delivery. If you tell us that a value differs from the Source Register filing because of our extraction, mapping, conversion or dating, we will, within 30 days, either correct it or tell you in writing why we believe it is not an error. Our view is not final; a disagreement is a dispute under clause 30. We record each correction in our changelog and re-deliver the corrected Data at no charge: in the API; as a corrected file or corrected rows for files; and, for a Snapshot, as a corrected-rows file for the same Vintage, where the error is reported to us or found by us within 12 months after the Delivery Date of that Snapshot or of its latest Update Pack. After that, corrections to a Snapshot appear in later Vintages and in the changelog only. If we do not correct an established error within 30 days after it is established, or errors of this kind that we have not corrected within 30 days after they were reported to us or established materially affect a market's Data, you may, within 30 days after that period ends, end the affected Subscription and receive a refund of prepaid Fees for the unused part of the period or, for a Snapshot, end the Snapshot Licence for the affected market and receive the refund for that market calculated under clause 7.6(b). A proxy date or calculated value described in the Source Conditions Schedule, and an error class disclosed in the Documentation when your Licence was formed (unless it has since become materially worse), is not an error for this sentence. Subject to clauses 16.4(b), 17.1 and 19, these are your only remedies for an error in the Data.

10.6 Errors in the filings themselves. We publish figures as filed. We do not change a filed figure we believe to be wrong, although we may flag it. If the filer later corrects it, the correction is added beside the original.

11. Withdrawals and the Deletions Feed

11.1 What the feed lists. For each record we remove from the Data, the Deletions Feed gives its market, its identifier and the date it was listed, and marks it "withdrawn", "delete" or "correction". "Withdrawn" means (a) a Source Register withdrew, deleted or made non-public the record (other than by the end of a statutory inspection or publication period), we listed it under clause 7.6, or we withdrew it under clause 10.3(c). "Delete" means (b) the record relates to a natural person, or to a French company that INSEE or the Source Register treats as non-diffusible (Source Conditions Schedule clause 4.1), (c) we removed it after a person objected, or (d) a law, or an order or requirement of a court, regulator or data-protection authority, requires its removal to protect an individual's personal information or other rights. "Correction" means (e) we removed it because of our own error, such as a duplicate. The feed does not say which of reasons (b) to (d) applies, and we will not tell anyone other than the person concerned. A record that falls within (a) or (e) and also within (b) to (d) is marked "delete". A record removed because any other law, order or requirement of a court, regulator or public body requires it is listed under clause 7.6 and marked "withdrawn".

11.2 Access and duration. Entries marked "withdrawn" or "correction" are open to anyone, including through the public demo key. Entries marked "delete" are available only through a key we have issued to an identified holder — a free key, a key issued under a paid Licence, or a key linked to a Snapshot — and never through the public demo key. We may limit each key to entries for records that could have been delivered under it. If you obtained Free Data without a key, request a free key to receive them. A Snapshot Licensee may ask us to link a free key to its Snapshot so that the key receives the entries for that Snapshot. We keep the Deletions Feed available while we supply Trading Agent Data. If we stop trading, or discontinue Trading Agent Data under clause 16.5, we will first email a final copy of the complete feed to every holder of a key we issued, and then publish at a stable public address a final copy of the entries open to anyone. Our obligations under clauses 11.2, 11.5 and 12.7 then end, and your obligations under this clause attach to those copies. After that, if we email you notice that a record must be removed for a reason in clause 11.1(b) to (d), or under clause 7.6, your obligations under clauses 11.4, 11.5 and 11.10 apply to it as if it had been listed on the date of our email.

11.3 Subscriptions and the Free Licence. Within 30 days after a record is listed (or by the date in a notice under clause 7.6, where that applies), you must delete it from your copies of the Data and stop Displaying it.

11.4 French Data — a continuing obligation. For as long as you hold any French Data, under any Licence including a Snapshot and after a Licence ends, you must check the Deletions Feed at least once every 30 days, or subscribe to our email notice of new entries, and, within 30 days after a French record is listed, delete it from your copies and stop Displaying it. If you hold an Onward Supply Licence, clause 11.10(e) requires you to check more often.

11.5 Natural persons, objections and legal requirements. Clause 11.4 also applies, for every market, to records listed for the reasons in clause 11.1(b), (c) and (d). Within 5 Business Days after listing such a record, we will email notice of it to each Licensee and each free-key holder to whom it could have been delivered. We will do so while we supply Trading Agent Data, for as long as that person's Licence is in force; for a Snapshot, for as long as the Licence of any Vintage that contains the record is in force. Your 30 days run from the earlier of that email and your first access to the entry in the Deletions Feed.

11.6 Other withdrawals affecting Snapshots. For withdrawals listed for other reasons, we will email you about entries affecting your Snapshot for 12 months after its Delivery Date. After that, the feed stays available under clause 11.2, but we do not email you. A Snapshot held for Internal Use is a record of what the registers published at its Vintage, and you may keep records withdrawn for those other reasons, except where clause 7.6, 11.4 or 11.5 applies. That does not apply to a record we withdrew under clause 10.3(c) because we did not have the right to license it: you must delete it, under every Licence including a Snapshot, within 30 days after its listing. A Snapshot with any right of Redistribution must stop Redistributing a listed record within 30 days of its listing, for the life of the Licence.

11.7 Aggregated Results already made. You do not have to redo Aggregated Results because a record they used is later listed, as long as they do not allow the record to be read or reconstructed. However, for a record listed for a reason in clause 11.1(b), (c) or (d), from 30 days after it is listed you must not publish, Display, supply or update any Aggregated Result that names or identifies that entity or gives a value for that entity alone.

11.8 If you find a natural person in the Data. If you have reason to believe that a record relates to a natural person, you must, within 5 Business Days, tell us at contact@tradingagentapp.com, giving its market and identifier. From then on, you must not use, Display or disclose it, or Derived Data from it, except to delete it or to tell us. Within 30 days after your report, we will either list the record under clause 11.1(b) or tell you in writing why we consider that it does not relate to a natural person, after which you may resume using it.

11.9 Backups. A record you must delete under this clause may remain in a routine backup until that backup is overwritten in its normal cycle, provided it is not restored or used and is deleted from any restored copy before that copy is used.

11.10 If you supply Data to others. If you hold an Onward Supply Licence, then for every record listed in the Deletions Feed (except New Zealand Charities Register data, to which clause 7.4 applies), in addition to clauses 11.3 to 11.6: (a) you must stop Displaying it, stop offering it for export and stop supplying it in every Licensee Product and to every recipient within 30 days after its listing (or, for a record listed under clause 7.6 and marked "withdrawn", by the date in our notice) or, for a record marked "delete", within 5 Business Days after the earlier of our email under clause 11.5 and your first access to the entry; (b) within 5 Business Days after the listing (for a "delete" entry, after the earlier of our email and your first access to the entry), you must pass the listing on to every sublicensee or customer to whom you supplied the record, and tell each End User who exported it, where your records identify them, that it must be deleted; your terms with them must require them to delete it within 30 days after our listing. These periods run from our listing or, for a "delete" entry, from the earlier of our email and your first access to it, and do not add up down a chain of recipients; (c) you must keep a record of each notice you send under (b), and of each sublicensee or customer and the markets and dates of Data you supplied to them, for the life of your Licence and three years after it ends, and give it to us within 10 Business Days after our request, so that we can answer a Source Register or a person asking who received their data. You may leave out personal information about End Users from what you give us, unless we need it to answer a particular request, and then give only what that request needs; (d) you need not retrieve copies that End Users obtained lawfully before the listing, but (b) applies to them; and (e) you must check the Deletions Feed for new entries at least once every 2 Business Days, through your key or by subscribing to our email notice of new entries, so that you can meet (a) and (b).

12. Personal data

12.1 Designed to contain none. The Data is intended to contain no Personal Data. We exclude natural persons — French entrepreneurs individuels (EI and EIRL) and Danish sole proprietorships (enkeltmandsvirksomheder) — as described in the Source Conditions Schedule, from every delivery channel and also from the Website's company-name search and sitemaps. We reduce addresses to postcode and city, and we do not include the names of directors, shareholders or officers. Two limits remain: some entities are named after a person (for example "Dupont SAS"), and any filter can miss a record. Clause 11.8 deals with the second. We do not warrant that the Data contains no Personal Data. If it does, your rights, and our obligations, are those in clauses 11 and 12, subject to clause 19.

12.2 Your commitments. Clause 6.1(d) to (f) applies. You must comply with the data-protection laws that apply to your own processing of any Personal Data contained in the Data.

12.3 Roles. If any Personal Data is present in the Data, each of us decides for itself why and how it processes that data. Each of us is a separate controller, and under the Privacy Act 2020 a separate agency, for its own processing. We do not process Personal Data on your behalf, and you do not process it on ours. The same applies to everyone you supply: each sublicensee, customer and End User is a separate controller for its own processing, none of them processes Personal Data for us, and we process none for them. The restrictions in clauses 6.1(d) to (f), 11 and 12 are conditions on which we license the Data, set to meet our Source Conditions and our own legal obligations; they do not determine the purposes or means of your processing. If a court or supervisory authority nonetheless decides that we are joint controllers of any processing, then for that processing: (a) we are responsible for giving individuals the information required by Articles 13 and 14 GDPR and for receiving their requests; (b) you are responsible for your own processing and must help us answer requests under clause 12.5; and (c) we may publish this clause as the essence of the arrangement.

12.3A Safeguards if Personal Data is present. To the extent the Data you receive contains Personal Data: (a) you must use it only as your Licence allows, and protect it in a way that, overall, provides safeguards comparable to those in the Privacy Act 2020 (New Zealand). In particular, you must not use it to identify, contact or evaluate the individual, you must keep it secure, and you must delete it when we list it. If the GDPR, the UK GDPR or the Privacy Act 1988 (Australia) applies to your processing of it, complying with that law in those respects meets this paragraph. This paragraph is an agreement for the purposes of information privacy principle 12(1)(f) of the Privacy Act 2020, and binds you wherever you are; (b) you must not disclose it to anyone outside your organisation, including End Users, customers and sublicensees, except as your Licence allows, and then only on written terms that require the recipient to protect it in the same way and to pass the same terms on. You are responsible for meeting any law on international transfers that applies to your own onward disclosures, such as Chapter V of the GDPR; (c) where our delivery to you is a transfer of personal data subject to the GDPR to a third country without an adequacy decision, the standard contractual clauses adopted by Commission Implementing Decision (EU) 2021/914, Module One, are incorporated into the Licence, with us as data exporter and you as data importer. Clause 7 and the option in clause 11(a) of those clauses do not apply. The supervisory authority under their clause 13 is the one their clause 13(a) designates for an exporter not established in the Union or, if none, the Commission nationale de l'informatique et des libertés. The law under their clause 17 is French law, and the courts under their clause 18 are the courts of Paris. Annex I is completed by this clause, clause 12 and the Source Conditions Schedule: data subjects are individuals connected with filers in the Source Registers; the data is names, register identifiers, postcode and city, and filed figures; the purpose is the licensed use; transfers are continuous. Annex II is clause 21.1. For transfers subject to the UK GDPR, the ICO's International Data Transfer Addendum is incorporated on the same basis. Despite clauses 3 and 30.1, those clauses prevail to the extent of any conflict; (d) in every case, your first obligation is to delete the record under clause 11; and (e) you are responsible for having your own lawful basis for any processing of it, and for giving individuals the information the law requires about your own processing (for example under Articles 6 and 14 of the GDPR). We give no assurance that your use is lawful.

12.4 French Data. Article 3 of the INPI licence, and article L.322-2 of the French Code des relations entre le public et l'administration (which subjects reuse of public information containing personal data to the Loi n° 78-17 Informatique et Libertés), allow personal data in the French register to be reused only in compliance with the law on the protection of personal data, including Book III of the French Code des relations entre le public et l'administration, the GDPR and the French Loi Informatique et Libertés. That condition binds you (Source Conditions Schedule).

12.5 Requests from individuals. If a person contacts you about Data that relates to them: (a) you remain responsible for answering them about your own processing, within the time the law that applies to you requires; (b) within 5 Business Days you must send us the request, or its substance, so that we can deal with it for our own processing and, where we remove the record, list it in the Deletions Feed; and (c) from receiving the request until we tell you our decision, you must not use, Display or disclose the record, or Derived Data from it, except to answer the request or to delete it. We deal only with our own processing. We do not answer for you.

12.6 Information about you. We are a separate controller, and under the Privacy Act 2020 the agency, for the personal information we collect about you, your Authorised Users, the signatories of an Order Form and anyone who requests a key, and about End Users and customer contacts named in records you give us under clauses 11.10(c) and 25.4. That covers: account and contact details; keys; billing and payment records; acceptance records under clause 4.1, including IP address and browser details; API usage logs; records of recipients; and self-certification and audit records. We are not your processor for it, and no data-processing agreement under Article 28 GDPR is needed. We use that information only to provide, secure and bill for the Licence, to prove what was agreed, to enforce the Licence, to pass on deletion and upstream-change notices, to answer a Source Register, public body or individual who asks who received particular Data (clause 11.10(c)), and to meet legal obligations. We give personal information about End Users or customer contacts to a Source Register or public body outside New Zealand only where information privacy principle 12 of the Privacy Act 2020 allows it or a law requires it. API request logs that include IP addresses are kept for no more than 90 days, API usage events (time, endpoint, key identifier and query parameters, without IP addresses) for no more than 12 months, and the records in clause 4.6 for the period stated there. You, and each individual concerned, may ask us for access to and correction of it (Privacy Act 2020, information privacy principles 6 and 7). We protect it as clause 21.2 describes, tell you without undue delay of a personal data breach affecting it, and transfer it outside New Zealand, the European Economic Area or the United Kingdom only with the safeguards the applicable law requires. We have not designated a representative under Article 27 GDPR or Article 27 UK GDPR, because our processing of this information is occasional, involves no special categories or criminal-offence data and is unlikely to result in a risk to the individuals concerned (Article 27(2)(a)); if that changes, we will designate one and name them at https://www.tradingagentapp.com/privacy. Our notice to these individuals is at https://www.tradingagentapp.com/privacy#data-customers. Your only obligation under this clause is to give that address to each individual whose details you give us, before or when you give them to us; for End Users and customer contacts, your terms with them do this (Redistribution Schedule clause 5.4(k); OEM Schedule clause 6.2(g)).

12.7 Our own copies. When we list a record for a reason in clause 11.1(b), (c) or (d), we delete it, within 30 days after listing, from the live Data, every delivery channel, every Vintage we keep, and any later Update Pack, corrected-rows file or re-issued download. We keep only its market and identifier, so that it stays out of future updates and so that we can run the Deletions Feed. A copy in our routine backups is put beyond use and deleted when the backup is overwritten, and it is removed from any restored copy before that copy is used.

13. Not investment advice

13.1 The Data is factual, historical information from public filings. It is not investment advice, a recommendation, a forecast, or an offer of any financial product or service, and it is not personalised to anyone. We have no advisory, fiduciary or agency relationship with you. Decisions you make using the Data are yours.

13.2 We are not a credit reporting agency, and the Data is not supplied for making decisions about natural persons (clause 6.1(f)).

13.3 We are not licensed or registered as a financial adviser, broker, dealer or investment adviser in any jurisdiction. We publish impersonal, general factual data. The Data we supply is not selected or adjusted for any licensee's circumstances, although the markets, fields and history you receive depend on your Licence.

13.4 Clause 1.3 applies: nothing in the Licence covers the Research App.

14. Fees, payment and tax

14.1 Fees. Fees are in United States dollars and are shown at checkout or in the Order Form. List prices on the Website may change for new orders.

14.2 Subscriptions. Subscription Fees are charged in advance for each billing period and renew automatically for the same period until cancelled (clause 15.1) or, for a Commercial or Redistribution Subscription or an OEM Agreement, until we give notice of non-renewal (clause 15.1A). Before you subscribe we show you, beside the consent box, the price, the billing period, that the Subscription renews automatically until cancelled, and how to cancel. After you subscribe we email you those terms, our cancellation policy and how to cancel. For an annual Subscription we email you a reminder, stating the product, the amount and frequency of the charge and how to cancel, at least 15 and no more than 45 days before it renews. We change the price of your Subscription only from a renewal date, and you may cancel before that date. We email you notice of a price change, with how to cancel, at least 30 days before it takes effect; if you are a Consumer, we send it no less than 7 and no more than 30 days before it takes effect.

14.3 Invoices. Invoices are due within 30 days of the invoice date unless the Order Form says otherwise. Unless the Order Form says otherwise, we deliver a Snapshot only after payment is received and, for an invoiced sale, the Order Form is signed, and we issue keys, bulk files or feeds under an Onward Supply Licence only after we receive the first period's Fees. If an invoiced amount that is not disputed is overdue, we may charge interest on it from its due date until it is paid, at the rate stated in the Order Form or, if none is stated, 1% a month (simple interest), and you must pay our reasonable costs of collecting it.

14.4 Bank charges. You pay your own bank's charges and any intermediary charges, so that we receive the full invoiced amount. Exchange-rate differences are yours.

14.5 Disputed invoices. If you dispute an invoice in good faith, tell us within 14 days of receiving it and pay any undisputed part. We will work to resolve the dispute promptly. Raising a dispute later does not lose you any right to recover an amount that was not properly due. For clauses 14.3, 16.2(c) and 16.3(a), Fees are undisputed unless you disputed them in good faith under this clause within its 14 days.

14.6 Prices exclude tax. All Fees exclude value added tax, goods and services tax, sales, use, digital-services, withholding and similar taxes ("Taxes").

14.7 Reverse charge. Where you must account for a Tax under a reverse-charge or self-assessment rule — including article 196 of EU Council Directive 2006/112/EC, section 8 of the UK Value Added Tax Act 1994, and Division 84 of the Australian A New Tax System (Goods and Services Tax) Act 1999 — you account for it. Our invoices will say "Reverse charge" where required.

14.8 Your tax status. This clause applies to every Licence except a Personal Licence. Buyers in the European Union must give a valid VAT identification number that we can verify in the EU VIES system. Buyers in Norway, Iceland or Liechtenstein must give their national VAT or business registration number (for Norway, the organisation number followed by "MVA"). Buyers in the United Kingdom must give a UK VAT number, or other evidence of business status we accept. Buyers in Australia must give their ABN and declare that they are registered for GST and acquire the Licence for their enterprise. You warrant that the tax information you give us is correct and that you acquire the Licence for your business or institution. If it is not, you must pay us any Tax, interest and penalties we incur as a result. Personal buyers must give their country of residence and billing address, which we use to apply clause 4.9.

14.9 If we must charge tax. If we are, or become, registered or otherwise required to collect a Tax on a supply to you — including New Zealand GST at the applicable rate, which may be 0% for services supplied to non-residents — we will add it to the invoice at the applicable rate. That is not a price change.

14.10 Withholding. You must pay without deduction unless the law requires one. If it does: (a) you must apply the lowest rate available under any applicable tax treaty, provided we have supplied the forms you reasonably ask for (for example IRS Form W-8BEN-E or a certificate of New Zealand tax residence); (b) you must give us the official receipt or certificate for the tax withheld (for example IRS Form 1042-S) within 30 days of paying it; and (c) for every Licence other than an Academic Snapshot (including its Update Packs) or a Personal Licence, you must increase your payment so that, after the deduction, we receive the amount we would have received without it. For an Academic Snapshot we accept the net amount, as long as you comply with (a) and (b).

14.11 Credit for Subscription fees. Personal and Commercial Subscription Fees you have paid in the 12 months before ordering a Snapshot are credited against the Snapshot's price, as set out in clause 8 of the Snapshot Schedule. Fees for an Onward Supply Licence are not credited, and no credit applies to a Snapshot with a right of Redistribution, unless an Order Form says so.

15. Cancellation, refunds and chargebacks

15.1 Cancelling a Subscription. You may cancel a Subscription at any time at https://www.tradingagentapp.com/billing or by emailing us. Cancellation takes effect at the end of the current paid period, and your access continues until then. Clause 16.6 then applies.

15.1A Non-renewal by us. We may decide not to renew a Commercial or Redistribution Subscription, or an OEM Agreement, by written notice given at least 60 days before a renewal date (30 days for a monthly billing period). The Subscription then ends on that renewal date, at the end of the period you have paid for; we charge no Fees for a later period, and clause 16.6 applies. For an OEM Agreement, our notice cannot take effect before any minimum term ends. This is not a termination under clause 16.3, and it matches your own right to end a Subscription at the end of a paid period (clause 15.1). The reason: these Licences give continuing access to bulk files, feeds or the API, or rights to supply Data to others, and we must be able to decide at the end of a paid period whom we keep supplying — for example where a licensee has begun to compete with Trading Agent Data, or where continued supply puts our standing with a Source Register at risk.

15.2 No refunds for part periods, with exceptions. We do not refund Fees for part of a billing period, except: (a) where these Terms provide for a refund (clauses 4.1, 4.2, 4.9, 7.6, 10.3, 10.5, 15.3, 15.5, 16.4, 16.5, 22.1, 22.3, 23.3, 26.3, 26.4, 27.2, 27.3 and 28.3); and (b) where the law requires one.

15.3 Snapshots. You may cancel a Snapshot order for a full refund at any time before its Delivery Date. After the Delivery Date there is no refund, except under clause 15.2(a) or (b). If the files cannot be downloaded at https://www.tradingagentapp.com/account/snapshots, or a copy to your storage location fails, tell us within 30 days and we will make them available; the Delivery Date is then the date they can first be downloaded or the copy finishes.

15.4 A refund or chargeback ends the Licence. If we refund all of a Fee at your request, or a payment is reversed by chargeback or payment dispute, the Licence covered by that payment ends on the date of the refund or reversal, and clause 16.6 applies. A partial refund ends the Licence only if, and to the extent that, we both agree in writing when it is given. Applying a credit under clause 14.11 is not a refund and does not end any Licence. If a payment dispute is later resolved in our favour and the Fees are paid, we will reinstate the Licence. This clause does not apply to: refunds we make under clauses 4.1, 4.2, 4.9, 7.6, 10.3, 10.5, 15.5, 16.4, 16.5, 22.1, 22.3, 23.3, 26.3, 26.4, 27.2, 27.3 or 28.3; any refund, repair, re-supply, price reduction or damages you are entitled to as a right or remedy under the Consumer Guarantees Act 1993 or another law referred to in clause 19, unless you have chosen to reject the services or end the contract; or a chargeback made because we did not deliver what you paid for. Those follow the relevant clause or law.

15.5 Personal Licences in the EU, EEA and UK. We do not offer the Personal Licence to people who usually live in the European Union, the European Economic Area or the United Kingdom. If we find that a Personal Licensee does, we will cancel the Subscription and refund the Fees paid for the current period, or any greater amount that the law of the country where they usually live requires, for example because a right of withdrawal applies (clause 19.5).

15.6 Clause 19 applies to this clause.

16. Term, suspension and termination

16.1 Licence Term. (a) The Free Licence lasts until you stop using it or it is ended under the Free Licence Schedule. (b) A Subscription lasts from formation until the end of the billing period in which cancellation, or our notice of non-renewal under clause 15.1A, takes effect, unless it ends earlier under the Licence. (c) A Snapshot is perpetual. It has no expiry date, and it does not end because we stop trading or because our business changes hands. It ends only under clause 7.6, 10.3(c), 10.5 or 27.3 (for the affected Data or market), 15.4, 16.3 (including 16.3(e)), 16.4(b) or (c), 16.10, 23.3 or 26.4.

16.2 Suspension. We may suspend your access to the API, downloads, delivery links or update deliveries, but only on reasonable grounds: (a) a security risk, or a compromised key; (b) a breach we reasonably suspect is material, such as scraping, key sharing or Redistribution beyond your Licence; (c) undisputed Fees unpaid 14 days after we give written notice; or (d) a legal or Source Register requirement. An Upstream Change (clause 7.6) is a Source Register or legal requirement for this purpose. We will tell you the reason before suspending, or promptly afterwards if it is urgent, keep any suspension proportionate, and restore access once the reason is resolved. If you hold an Onward Supply Licence, a suspension under (b), (c) or (d) may also require you to stop Displaying and supplying the affected Data in your Licensee Products, and to have your sublicensees and customers do the same, until we lift it; under (b), only the Data and Licensee Products concerned by the suspected breach. If a suspension is not caused by you, we will extend or credit your Subscription in proportion to the Data and time affected. For a suspension because of an Upstream Change, clause 7.6 applies instead.

16.3 Termination by us. We may terminate a Licence by written notice only: (a) if undisputed Fees remain unpaid 30 days after we give written notice of non-payment; (b) automatically on a refund or chargeback, under clause 15.4; (c) if you commit a material breach and do not remedy it within 30 days after our written notice describing it. A breach that cannot be undone, such as a disclosure of Data, is remedied for this purpose if, within that period, you stop it, take all reasonable steps to have the Data concerned deleted by those who received it, and give us a written account of the breach and of those steps. If you commit a further material breach of the same kind within 12 months after that notice, we may terminate on written notice without a further period to remedy; (d) immediately, for a Serious Breach, which means: (i) a breach of clause 6.1(d), (e), (f) or (g) that is deliberate, repeated or affects Data in bulk, or any other breach of those paragraphs that you do not stop within 5 Business Days after our written notice; (ii) Redistribution of Data in bulk, or supplying Data to create or improve a competing dataset, beyond what your Licence allows; (iii) deliberately removing a Source Register's Attribution Notice (other than a removal clause 8.4 requires, or the use of another credit that clause 8.4 allows for New Zealand Charities Register data), or failing to restore a missing one within 10 days after our notice; (iv) a breach of clause 23; (v) continued automated extraction under clause 6.1(h) after a written warning; (vi) a breach of the Source Conditions where a Source Register, or a public body with authority over our reuse of its material, has told us in writing that it is taking, or will take, action against us because of it, has suspended or restricted our access because of it, or has required us to stop supplying you, and you do not stop the conduct and remedy the breach within 5 Business Days after we send you a copy or summary of that notice (or at once, where the Source Register's notice requires it); or (vii) if you hold an Onward Supply Licence, failing to comply with a notice under clause 7.6, or with clause 11.10(a) for a record marked "delete", within 2 Business Days after a written reminder that we send you after the deadline has passed; or (e) immediately, if you repudiate the Licence, meaning that you make clear by words or conduct that you do not intend to perform, or to finish performing, your obligations under clauses 5 to 8, 11, 12 or 23, or if it is clear that you will commit a Serious Breach. In deciding whether a breach is material, account is taken of its nature and extent, its effect on us, on other Licensees and on the Source Registers, and whether it was deliberate or repeated. A breach of clause 6.1(b), (d), (e), (f) or (g); a breach of clause 6.1(a) or (n) that is deliberate, repeated or affects Data in bulk; and, if you hold an Onward Supply Licence, a failure to comply with a notice under clause 7.6, or with clause 11.10(a) for a record marked "delete", is always material. For a Subscription, or an Order not yet paid, we may also terminate if you become insolvent, have a receiver, liquidator or administrator appointed, or make an arrangement with your creditors.

16.4 Termination by you. (a) You may end a Subscription by cancelling it (clause 15.1). (b) If we commit a material breach and do not remedy it within 30 days after your written notice describing it, you may terminate the affected Licence immediately, and we will refund prepaid Fees for any unused part of the period. For a Snapshot, if we commit a material breach of the Licence that substantially reduces the benefit of the Snapshot to you (including a breach of clause 10.2, 10.5 or 11.2), and do not remedy it within 30 days after your written notice, you may terminate the Snapshot Licence, and we will refund the Fees paid for it less 20% for each full year since the Delivery Date. (c) You may end a Snapshot Licence at any time by deleting the Data. No refund is payable.

16.5 If we discontinue. We may discontinue Trading Agent Data, or a market, on at least 90 days' notice to paying Licensees, or less where clause 7.6 or 28 requires it. If we discontinue Trading Agent Data, we refund prepaid Fees for the unused part of the period. If we discontinue a market, your Fees are reduced from the discontinuance date as clause 7.6(a) provides for a market removed, and we refund or credit the reduction; if the discontinuance materially reduces the Data you licensed, you may instead, within 30 days after our notice, end the affected Subscription (including an OEM Agreement during a minimum term) and receive a refund of prepaid Fees for the unused part of the period. Data of the discontinued market, or all Data if we discontinue Trading Agent Data, that was delivered to you before the discontinuance stays licensed to you permanently on your Schedule's terms. You need not delete it because of the discontinuance, unless clause 7.6 requires its removal; clause 11 and the Source Conditions continue to apply. If you hold an Onward Supply Licence (a Redistribution Licence, an OEM Agreement or a Snapshot with a right of Redistribution), Data that stays licensed under this clause may be used only for Internal Use, except that you may continue to Display it in your Licensee Products for no more than 12 months after the discontinuance; you must then stop Displaying and supplying it as clause 16.6(d) describes. For a Snapshot with a right of Redistribution, the Snapshot continues for Internal Use, and we refund the part of its price for the right of Redistribution in the markets affected, calculated as clause 7.6(b) provides where only a right of Redistribution is removed. This is because we may no longer run deletions for Data we no longer supply (clause 11.2), and no one would then keep the copies your End Users and customers see up to date — for example, INPI requires a redistributor to delete a French document that INPI deletes (Source Conditions Schedule clause 3.1). If we stop trading, this clause applies to Data already delivered as if we had discontinued Trading Agent Data on that date. Withdrawing a delivery channel, endpoint, format or client package, while the same Data remains available to you through another channel, is a change under clause 22.3, not a discontinuance, and does not extend any Licence. Your licence to use a Snapshot for Internal Use continues unchanged; clause 11.2 and clause 13.1 of the Snapshot Schedule say which of our obligations end.

16.6 What happens when a Licence ends. (a) Your access ends. (b) Within 30 days you must stop using the Data and delete all Data, including Derived Data, from your systems and those of your service providers. (c) You may keep: (i) Aggregated Results; (ii) Data held under clause 16.5; (iii) copies in routine backups, until they are overwritten in the normal cycle, provided they are not restored or used; (iv) copies a law or regulator requires you to keep; (v) under an Academic Snapshot, or a Personal Licence used for a thesis or a publication that clause 5.4 of the Personal Schedule permits: only the specific Data and Derived Data underlying a result actually published or submitted for examination, for no longer than, and only to the extent that, your institution's written research-integrity policy requires so that the result can be verified — no other copy may be kept under this item; (vi) Derived Data contained in analyses, reports, investment or credit files, decisions or model-validation records you made during the Licence Term, kept as a record of that work and not used to create new outputs; and (vii) Insubstantial Extracts and Aggregated Results that you published, as your Licence allowed, before it ended — you need not withdraw them, but you may not publish new ones. Copies kept under (iii) to (vi) must be stored securely and used for no other purpose. Clauses 11.4, 11.5 and 11.9 continue to apply to them. (d) If you held an Onward Supply Licence, you must stop Displaying and supplying the Data within 30 days or, if we end the Licence under clause 16.3(d) or (e), under clause 16.10 for your repudiation or misrepresentation, or under clause 23.3, or if a Source Register or public body requires it, at once and in any case within 2 Business Days; and every sublicence you granted ends. You do not have to retrieve exports that End Users already obtained lawfully under your Schedule, but clause 11.10 continues to apply to them, subject to any end date your Schedule sets. (e) Fees already due remain payable. No refund is due except as these Terms provide.

16.7 Certificate of deletion. Within 30 days of our written request after a Licence ends (other than under clause 16.5), you, or an authorised officer if you are an organisation, must certify in writing that clause 16.6 has been complied with, identifying any copies kept under clause 16.6(c).

16.8 Why a perpetual licence can be ended at all. The grounds in clause 16.3 are limited to non-payment, a reversed payment, material breach and repudiation, with notice and a chance to remedy except for Serious Breaches, repeated material breaches after notice, and repudiation. They exist because the Source Registers hold us responsible for reuse further down the chain; limb (d)(vi) applies only after a Source Register or public body has acted or given written notice, and after you have had 5 Business Days to stop. For example, the INPI licence makes the reuser solely responsible and exposes breaches to sanctions under article L.326-1 of the French Code des relations entre le public et l'administration; the Taiwan Open Government Data License treats a failure to attribute as if the licence had never been granted; and CC BY 3.0 NZ ends automatically on breach. One licensee's serious breach can cost us, and every other licensee, access to a source. Limb (d)(i) reaches a first, inadvertent breach only if you do not stop it within 5 Business Days after our notice. Limb (d)(vii) applies only after the deadline has passed and we have sent a reminder. It exists because an Upstream Change notice or a "delete" listing binds us, and the law expects the copies we supplied to be removed (for example articles 17(2) and 19 of the GDPR, and article L.326-1 of the French Code des relations entre le public et l'administration); a record left on public screens for a further 30-day cure period would leave us in breach.

16.9 What survives. Clauses 5.5, 7.6 (for as long as you hold any Data and, for an Onward Supply Licence, for as long as clause 11.10(b) continues to apply to exports you supplied), 7.8 (for Data already supplied), 9, 11.2, 11.4, 11.5, 11.7, 11.8, 11.9, 11.10 (subject to any end date your Schedule sets), 12, 13, 14 (for amounts due), 15.4, 16.5, 16.6, 16.7, 17, 18, 19, 20.4, 20.5, 23.2, 23.5 (for Data already supplied), 25 (for 12 months, or for the period in clause 11.10(c) for the records it describes), 29, 30 and 31, any clause of a Schedule or Order Form about End User terms, removed records or End User exports (for Data already supplied, and subject to any end date stated in that Schedule), and any other clause that by its nature is meant to continue, survive the end of a Licence.

16.10 Repudiation and misrepresentation. Nothing in the Licence limits either party's right under section 36 of the Contract and Commercial Law Act 2017 to cancel the Licence if the other party repudiates it. Nor does it limit a party's right under section 37 of that Act to cancel the Licence if it was induced to enter into it by a fraudulent misrepresentation of the other party, or, where clause 31.2 does not apply to it, by any misrepresentation of the other party that meets section 37(2).

17. Liability

17.1 What is never limited. Nothing in the Licence limits or excludes: (a) liability for fraud by, or for loss caused intentionally or by the gross negligence of, a party or any of its officers or employees; a contractor's own liability for its own fraud, intentional acts or gross negligence; and a party's liability for a contractor's conduct to the extent a law that cannot be excluded treats that conduct as the party's own; (b) liability that cannot be limited or excluded by law, including under clause 19; or (c) your obligation to pay the Fees. Clause 17.8 decides only against whom a claim for that liability is brought; it does not reduce what can be recovered.

17.2 LOSSES NEITHER PARTY IS LIABLE FOR. THIS CLAUSE DOES NOT APPLY TO ANY LIABILITY DESCRIBED IN CLAUSE 17.1. IF YOU ARE A CONSUMER, OR ANOTHER PERSON WHOSE RIGHTS UNDER THE CONSUMER GUARANTEES ACT 1993 HAVE NOT BEEN EXCLUDED UNDER CLAUSE 19.2, THIS CLAUSE DOES NOT LIMIT THOSE RIGHTS, OR YOUR RIGHTS UNDER THE FAIR TRADING ACT 1986 OR ANY OTHER CONSUMER LAW THAT CANNOT BE EXCLUDED (CLAUSE 19). SUBJECT TO THAT, NEITHER PARTY IS LIABLE TO THE OTHER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY, UNDER STATUTE OR OTHERWISE, FOR: (a) LOSS OF PROFIT, REVENUE, BUSINESS, CONTRACTS OR ANTICIPATED SAVINGS; (b) TRADING OR INVESTMENT LOSSES, OR LOSSES FROM DECISIONS MADE USING THE DATA; (c) LOSS OF GOODWILL OR REPUTATION; (d) LOSS OR CORRUPTION OF DATA, OTHER THAN OUR OBLIGATION TO CORRECT AND RE-DELIVER UNDER CLAUSE 10.5; OR (e) ANY INDIRECT, CONSEQUENTIAL OR SPECIAL LOSS, WHETHER OR NOT IT WAS FORESEEABLE. THIS CLAUSE DOES NOT EXCLUDE A CLAIM BY US FOR THE FEES WE WOULD HAVE CHARGED, AT OUR LIST PRICE, FOR ANY USE, DISPLAY OR SUPPLY OF DATA BEYOND YOUR LICENCE OR AFTER IT ENDS.

17.3 CAP. THIS CLAUSE DOES NOT APPLY TO ANY LIABILITY DESCRIBED IN CLAUSE 17.1. IF YOU ARE A CONSUMER, OR ANOTHER PERSON WHOSE RIGHTS UNDER THE CONSUMER GUARANTEES ACT 1993 HAVE NOT BEEN EXCLUDED UNDER CLAUSE 19.2, THIS CLAUSE DOES NOT LIMIT THOSE RIGHTS, OR YOUR RIGHTS UNDER THE FAIR TRADING ACT 1986 OR ANY OTHER CONSUMER LAW THAT CANNOT BE EXCLUDED (CLAUSE 19). SUBJECT TO THAT, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH A LICENCE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY, UNDER STATUTE OR OTHERWISE, FOR ALL CLAIMS TOGETHER, IS LIMITED TO: (a) FOR A SUBSCRIPTION, THE FEES PAID AND PAYABLE FOR THAT LICENCE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM; (b) FOR A SNAPSHOT, THE FEES PAID FOR THAT SNAPSHOT AND ANY UPDATE PACKS FOR IT, COUNTING ANY CREDIT APPLIED UNDER CLAUSE 8 OF THE SNAPSHOT SCHEDULE AS FEES PAID; (c) FOR THE FREE LICENCE, US$100; AND (d) HOWEVER, FOR YOUR LIABILITY FOR A BREACH OF CLAUSE 5, 6, 7, 8, 9.8, 11, 12, 16.6, 16.7, 20, 21, 24 OR 25, OR OF ANY CLAUSE OF A SCHEDULE OR ORDER FORM ABOUT ACCESS CONTROL, EXPORT LIMITS, CUSTOMER OR END USER TERMS, SUSPENSION OF RECIPIENTS, DELETIONS OR RECORDS, THAT IS NOT LISTED IN CLAUSE 17.4(a), THE GREATER OF THREE TIMES THE AMOUNT IN (a) OR (b) AND US$25,000.

17.4 What the limits do not cover. Clauses 17.2 and 17.3 do not limit: (a) your liability for Redistribution, sublicensing or supply of Data beyond your Licence that is deliberate, repeated or in bulk, for supplying Data to create or improve a competing dataset, for a breach of clause 6.1(b) or (d) to (g), 23 or 24.4, or for using Personal Data contained in the Data to identify, contact or evaluate an individual, or disclosing it in breach of clause 12.3A(b) (any other breach of clause 6.1(a), 12.2 or 12.3A is subject to clause 17.3(d)); (b) your liability under clause 18; (c) Fees owed; or (d) anything in clause 17.1. If you are an individual not acting in trade, including a Consumer, clause 19.6 applies instead of (a).

17.5 Contribution. Each party's liability is reduced to the extent the other party, or its users, caused or contributed to the loss, except that your liability under clause 18 is reduced only as the last sentence of clause 18.1 provides.

17.6 Each limit stands alone. Each limit and exclusion in this clause is separate. If one is unenforceable, the others still apply.

17.7 Why. The Fees are small relative to the losses that could follow from decisions made with financial data, and they are set on the basis of this allocation of risk. Your liability for misuse of the Data is set higher than ours, and is uncapped for the breaches listed in clause 17.4(a), because a Source Register or public body can fine us, suspend our access or end our permission because of a licensee's misuse — for example under article L.326-1 of the French Code des relations entre le public et l'administration, under the Danish Central Business Register Act, or under the Taiwan Open Government Data License, which treats a user who fails to attribute as never having been licensed — and that loss would fall on us and on every other licensee. When Data is used, Displayed or supplied beyond a Licence, our ordinary loss is the fee we would have charged for that use; clause 17.2 therefore does not exclude a claim for it.

17.8 Claims against individuals. If clause 19.2 applies to you, each party will bring any claim for damages, compensation or other money arising out of or in connection with the Licence or the Data only against the other party, and not against any of the other party's directors, officers or employees personally, except for loss caused by that individual's own fraud or caused by that individual intentionally. The other party remains liable for their conduct as the Licence provides, including without limit under clause 17.1(a), so this clause decides only against whom such a claim is brought. It does not apply to a claim under clause 1.4, does not affect clause 19 or a claim for an injunction or other relief that is not money, and applies to the extent the law allows. The reason: in a small company one or two individuals make every statement and decision for it, and the claimant keeps its full claim against the company itself.

18. Your indemnity

18.1 You indemnify us, and our directors, employees and contractors, against all losses, liabilities, fines, penalties, damages and reasonable costs (including reasonable legal costs) arising from any third-party claim, or any investigation, sanction or action by a Source Register, regulator or court, to the extent it arises from: (a) your use of the Data outside the scope of your Licence, including Redistribution beyond it; (b) your breach of clause 6.1(d) to (g) or clause 12; (c) your failure to keep or show Attribution Notices, to comply with Source Conditions or any other condition in the Source Conditions Schedule, or to pass them on as clause 7.8 requires — including any fine or ban on reuse imposed on us under article L.326-1 of the French Code des relations entre le public et l'administration caused by your breach; (d) claims by your End Users, customers or anyone else relating to a Licensee Product or to Data you supplied to them, except to the extent the claim arises from an error in the Data as we delivered it, from Data as we delivered it infringing a third party's rights where your use was within your Licence, or from our breach of the Licence or our negligence; (e) tax information you gave us that was wrong (clause 14.8); (f) any claim against us or any of our directors, employees or contractors by a person to whom you supplied or Displayed Data, or for whom you ran a product, if you did not bind them to the no-liability term that clause 7.8(a), Redistribution Schedule clause 5.4(g) or OEM Schedule clause 6.2(f) requires, if, because of the law you chose for your terms with them, we or they cannot rely on that term either directly or under clause 7.8(c), or if you gave them a warranty, indemnity or remedy about the Data beyond ours — including a claim about an error in the Data, but not a claim for loss we or they caused fraudulently, intentionally or by gross negligence; (g) your breach of clause 23, including clause 23.5, including any penalty imposed on us; or (h) your failure to comply with a notice under clause 7.6, or with clause 11.10. The exceptions in (d) do not apply to a claim within (f). Except under (f), your liability under this clause is reduced to the extent that an error in the Data as we delivered it, or our breach of the Licence or our negligence, caused or contributed to the loss.

18.2 How it works. We will tell you promptly about the claim, let you control its defence and settlement with counsel reasonably acceptable to us, and give you reasonable help at your cost. We may take part at our own cost. You must not settle in a way that admits fault on the part of, or puts obligations on, us or any of our directors, employees or contractors without our consent and, where the settlement concerns one of them, that person's consent, which will not be unreasonably withheld. However, for an investigation, sanction or action by a Source Register, regulator, data-protection authority or other public body, or any claim that could affect our access to or standing with a Source Register, we control the defence and any settlement. We will consult you and act reasonably, you must cooperate, and the indemnity still applies. You may take part at your own cost.

18.3 Consumers. Clause 18.1 does not apply to a Consumer. A Consumer remains responsible under the general law for loss caused by their breach, subject to clauses 17 and 19.6.

18.4 Universities and public bodies. If the Licensee is a university, another public or not-for-profit research institution, or a public body, then under every Licence it holds other than an Onward Supply Licence: (a) clause 18.1 does not apply; (b) clause 17.4(a) applies to it only for Redistribution, sublicensing or supply that it made, directed or knowingly permitted through its officers or employees, and its liability for every other breach is subject to clause 17.3(d); and (c) it is responsible for the acts and omissions of students who are Authorised Users only to the extent it did not take reasonable steps, such as written conditions of use and supervision, to secure their compliance. Within those limits it remains liable under the general law for loss caused by its own breach. Under an Onward Supply Licence, (a) to (c) apply only so far as a special term in the Order Form states them (clause 3.4), for example where a public body cannot by law give an indemnity.

19. Consumer law

19.1 Rights the law does not let us exclude. Nothing in the Licence excludes, restricts or modifies any right, remedy or guarantee you have under a law that cannot be excluded — including the Consumer Guarantees Act 1993 and the Fair Trading Act 1986 (New Zealand), the Australian Consumer Law, and the mandatory consumer laws of the European Union, the European Economic Area, their member states and the United Kingdom. Where any clause — including "as is", the exclusions and the caps — would do so, it applies only to the extent the law allows.

19.2 Business buyers in New Zealand law. This clause applies only if: (i) you are in trade, meaning that you carry on a trade, business, industry, profession, occupation, activity of commerce or undertaking relating to the supply or acquisition of goods or services, as section 2 of the Consumer Guarantees Act 1993 and section 2 of the Fair Trading Act 1986 use the word "trade"; (ii) you acquire the Licence in trade, for that activity; and (iii) you accepted the Licence by ticking the consent box at checkout, by ticking the business box described in clause 4.3 when you requested a free API key, or by signing an Order Form. A trust, society, charity or other organisation that acquires the Licence otherwise than in trade (for example a family trust managing its own investments) is not within this clause. It never applies to a Personal Licence, to Free Data obtained without requesting a key, or to an individual who buys or holds an Academic Snapshot personally. Where it applies, you and we agree that: (a) the Consumer Guarantees Act 1993 does not apply to the Licence, as section 43(2) of that Act allows; (b) sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply to any conduct of, or representation made by, either party, or any of its directors, employees or contractors on its behalf, in connection with the Licence, whether before or after it was formed (including statements on the Website and in the Documentation), to the extent section 5D of that Act allows; and (c) this is fair and reasonable, because: you are acquiring the Data in trade, for a business, profession or institution; you could evaluate the Data free of charge before buying; its coverage, known error classes and limits are published in the Documentation before purchase; before buying, you could instead have asked us to negotiate these Terms through an Order Form under clause 4.2, and we will consider any reasonable request; you had the opportunity to take legal advice; and our liability to you remains subject to clause 17.1.

19.3 Australia. Our services come with guarantees that cannot be excluded under the Australian Consumer Law. To the extent that the services supplied under a Licence are not of a kind ordinarily acquired for personal, domestic or household use or consumption, and where it is fair or reasonable, our liability for failing to comply with such a guarantee is limited, at our option, to supplying the services again or paying the cost of having them supplied again, as section 64A(2) of the Australian Consumer Law allows. We do not rely on this limit for a Personal Licence, or for the Free Licence used by an individual for personal purposes.

19.4 Consumers elsewhere. If you are a Consumer, the choice of New Zealand law in clause 30 does not deprive you of the protection of the mandatory laws of the country where you usually live, including any legal guarantee of conformity for digital content, and you may bring proceedings in the courts of that country. Where the law of that country requires it, we will bring proceedings against you only in its courts. Clause 30.6 decides whether clause 30.3 (arbitration) applies to you.

19.5 No paid sales to EU, EEA or UK consumers. We do not sell paid Licences to Consumers who usually live in the European Union, the European Economic Area or the United Kingdom (clauses 4.9, 14.8 and 15.5). If such a sale happens anyway, any statutory right of withdrawal applies in full.

19.6 Individuals not in trade. If you are an individual who acquires or holds a Licence otherwise than in trade (for example a Consumer, or a student or researcher buying for your own study), then: clauses 18, 19.2, 30.3 and 31.2 do not apply to you; clause 17.4(a) does not apply to you except for deliberate Redistribution; and your total liability to us is limited in the same way clause 17.3(a) to (c) limits ours.

19.7 Resupply in trade. An Onward Supply Licence is acquired in order to resupply Data in trade. If you hold one, you are, for that Licence, not a consumer under section 2 of the Consumer Guarantees Act 1993 or section 2 of the Fair Trading Act 1986. If that is wrong, clause 19.2 applies where its conditions are met.

20. API keys and confidentiality

20.1 API keys. API keys are credentials. You must keep them secret and must not embed them in client-side code, public repositories, or software or services used by others. A Personal key may be used only by the Licensee. A Commercial, Redistribution or OEM key may be used only by your Authorised Users and your own systems. The public demo key is governed by the Free Licence Schedule.

20.2 Compromised keys. You are responsible for use under your keys until you tell us a key is compromised. Tell us within 48 hours of discovering it; we will revoke it and issue a new one.

20.3 Download links. Signed download links are confidential and personal to you. Do not forward them except to a service provider under clause 5.4. They expire. You obtain new ones from the same API endpoint or, for a Snapshot, at https://www.tradingagentapp.com/account/snapshots (Snapshot Schedule clause 4.2).

20.4 Confidential information. Each party must keep confidential, and use only for the Licence, the other's non-public information it receives in connection with the Licence — including the commercial terms of an Order Form, non-public pricing, security information, audit information, and information about your products and usage. This does not apply to information that is or becomes public other than through a breach, that the receiving party already had or develops independently, or that it must disclose by law (with notice to the other party where lawful). The Data itself is not confidential information, because it comes from public registers, but your rights in it are limited by the Licence.

20.5 How long. Clause 20.4 lasts during the Licence and for three years afterwards. Clauses 20.1 and 20.2 last as long as a key exists.

21. Security

21.1 Your security. You must protect the Data and your keys with reasonable technical and organisational measures proportionate to the Data — for example access controls, least-privilege access and encryption in transit. If you become aware of unauthorised access to, or disclosure of, the Data or a key, you must tell us within 72 hours, take reasonable steps to stop further disclosure, and cooperate with us.

21.2 Our security. We maintain reasonable security for our systems, deliver over encrypted connections, and publish SHA-256 hashes so you can check that files are complete and unaltered. We will tell you without undue delay, and as the law requires, of a security incident affecting your keys or your account information.

22. Service levels, support and changes to the Data

22.1 Availability. (a) The Free Licence and Personal Licences have no service level. We use reasonable efforts to keep the service available. (b) For Commercial and Redistribution Subscriptions, and OEM Agreements unless the Order Form states another service level, we target 99.5% monthly availability of the API, excluding maintenance announced at least 48 hours ahead, events under clause 28, problems on your side, and features marked beta or preview. (c) If we miss the target in a calendar month, you receive a credit of 10% of that month's Fees if availability was below 99.5%, 25% if below 99.0%, or 50% if below 95.0%. Ask for it within 12 months after the month ends. For an annual Subscription, a month's Fees are one twelfth of the annual Fee, and for a quarterly Subscription one third of the quarterly Fee. The credit is applied to your next invoice, or refunded if there is none. (d) If availability is below 95.0% in two consecutive months, you may terminate the Subscription within 30 days, and we will refund prepaid Fees for the unused part of the period. (e) Credits and termination under this clause are your sole remedy for unavailability. (f) Availability means the percentage of one-minute intervals in a calendar month in which our external monitor, requesting https://www.tradingagentapp.com/api/v1/fundamentals from at least two locations, received a response other than a 5xx error within 10 seconds from at least one location. Intervals excluded under (b) are not counted. Our monitor's record is the starting point for each month. Either party may show that it is materially inaccurate for a month, and the figure is then corrected. We publish the record at our status page and give you the monthly figure on request.

22.2 Update cadence. We publish the update schedule for each market in the Documentation. It is a target, not a guarantee. A Source Register's delay in publishing is not a failure by us.

22.3 Changes to the Data and the API. We may add markets, fields, endpoints and formats, improve our extraction, and correct errors at any time. For a change that breaks existing use — removing or renaming a field, changing what a field means, or withdrawing an endpoint or format — we will give paying Licensees at least 90 days' notice by email and in the changelog, and where practicable keep the previous version available during the notice period. Where a change is required by law, a Source Register or a security risk, we will give as much notice as practicable. If a change materially reduces the Data or functionality you licensed, you may terminate within 30 days of the notice, and we will refund prepaid Fees for the unused part of the period.

22.4 Corrections and restatements under clauses 10.5 and 10.6 are not changes under clause 22.3.

22.5 Support. Support is by email to contact@tradingagentapp.com. For Commercial, Redistribution, OEM and Snapshot Licences we aim to respond within 2 Business Days. For other Licences we respond as soon as we reasonably can.

22.6 Rate limits. Rate limits and fair-use rules are published in the Documentation. We may change them to prevent abuse. We will not lower a paid tier's published limits during a period you have already paid for, except under clause 22.3.

23. Sanctions and export

23.1 Your representation. You represent, when the Licence is formed and throughout its term, that neither you nor any Authorised User, nor anyone who owns 50% or more of you or controls you: (a) is designated under, or subject to an asset freeze under, the Russia Sanctions Act 2022 (New Zealand), United Nations Security Council sanctions as applied in New Zealand, or the sanctions of the United States (including the OFAC Specially Designated Nationals list), the European Union or the United Kingdom; or (b) is located, organised or ordinarily resident in a country or region subject to comprehensive sanctions under those laws, including, at the date of this Version, Cuba, Iran, North Korea, the Crimea region of Ukraine, and the areas of the Donetsk, Luhansk, Kherson and Zaporizhzhia regions of Ukraine to the extent those laws sanction them.

23.2 No onward supply. You must not make Data available to any person or place described in clause 23.1.

23.3 What we may do. We may screen you and your owners against sanctions lists, and decline, suspend or terminate a Licence if clause 23.1 is untrue or clause 23.2 is breached. On termination we will refund prepaid Fees for any unused period only if we terminate because clause 23.1 is or became untrue without your breach or knowledge, and the law allows the refund. No refund is due if you breached clause 23.2 or 23.5, or knew or ought to have known that your representation was untrue.

23.4 Export. The Data is publicly available factual information. You are responsible for any export or import rules that apply to your own use of it.

23.5 If you supply Data to others. If you hold an Onward Supply Licence, you must: (a) screen your customers and sublicensees against the lists in clause 23.1(a), and block access from the countries and regions in clause 23.1(b); (b) not supply Data in a way that would cause us, or our service providers, to breach the sanctions laws in clause 23.1, including by relying on an exemption for informational materials for an ongoing feed or subscription; (c) bind each sublicensee to the same duties; and (d) tell us within 2 Business Days if you find that a customer or sublicensee is described in clause 23.1. Clause 23.3 then applies.

24. Use in AI systems

24.1 Training is allowed within your scope. You may use the Data to train, fine-tune, test, evaluate and ground machine-learning and AI models, and use those models, within the scope of your Schedule.

24.2 Outputs that reproduce Data are Data. If a model or AI system outputs Data or Derived Data — through memorisation, retrieval, an agent, an MCP tool call or otherwise — that output is Data, and making it available to others is Redistribution unless your Schedule permits it. You must take reasonable steps, such as output filters and rate limits, to stop a system that others can use from outputting Data beyond your Licence.

24.3 You are the provider. You are solely responsible, as provider or deployer, for any AI system you build or use with the Data: its design, risk classification, compliance with applicable law (including Regulation (EU) 2024/1689, the EU AI Act, where it applies), data governance, documentation and outputs. We are not a provider, deployer, importer, distributor or authorised representative of your system, and, subject to clauses 17.1 and 19, we give no warranty that the Data is relevant, representative, complete, error-free or otherwise suitable for any AI system or purpose.

24.4 Uses about individuals are prohibited. You must not use the Data in any system that evaluates the creditworthiness of natural persons, sets their credit scores, or makes employment, insurance or access-to-essential-services decisions about them.

24.5 Information we provide. The Documentation describes our sources, licences, coverage, known error classes and corrections. On reasonable written request, we will provide further information we already hold about how the Data was compiled. Work beyond that is charged at our standard rates.

24.6 Agents. An agent or automated tool that uses your key acts for you, and you are responsible for it.

25. Self-certification and audit

25.1 Self-certification. Up to once in any 12 months, or at any time if we reasonably suspect a breach, you must give us within 30 days of our request a written statement, signed by you or an authorised officer, confirming that you comply with the Licence and describing: (a) where the Data is stored; (b) who has access, by role and number; (c) for an Onward Supply Licence, each Licensee Product that Displays or supplies Data; and (d) any breach you found and how you remedied it.

25.2 Audit. For Redistribution Licences, any Licence with a right of Redistribution, and any Licensee whose self-certification reveals, or who we reasonably suspect of, a material breach, we may audit compliance no more than once in any 12 months (unless we reasonably suspect a material breach, or a previous audit found one), on 30 days' written notice (or 5 Business Days' notice where we reasonably suspect a material breach, or where a Source Register, regulator or data-protection authority has asked us for the information), during business hours and remotely where practicable. The audit may be carried out by us or by an independent auditor bound by confidentiality, and is limited to records reasonably needed to verify compliance. We pay for the audit unless it reveals a material breach or an underpayment of more than 5%, in which case you reimburse our reasonable audit costs and pay any shortfall.

25.3 Usage monitoring. We log API usage for security, billing, rate-limiting and compliance, and keep and use those logs only as clause 12.6 describes.

25.4 Records if you supply Data to others. If you hold an Onward Supply Licence, you must keep, for the Licence Term and 12 months after it, records of each Licensee Product, your current and past terms with End Users, customers and sublicensees, End User export logs, and the records clause 11.10(c) requires for the period it states, and make them available for self-certification and audit under clauses 25.1 and 25.2. Your terms with sublicensees must give us the same rights against them. An audit may look at personal information about your End Users only where that is needed to verify compliance, and you may redact it otherwise.

26. Assignment and change of control

26.1 By you. You may not assign, transfer or novate a Licence without our written consent, which we will not unreasonably withhold. You do not need consent to transfer a Licence to a successor that acquires all or substantially all of your business, or of the business unit that uses the Data, if you give us written notice within 30 days and the successor agrees in writing to be bound. That exception does not apply where the successor is sanctioned under clause 23 or offers a competing data product (clause 26.3), in which case consent is needed.

26.2 Personal and Academic Licences. A Personal Licence cannot be transferred. An Academic Snapshot stays with the named institution. If the named researcher moves to another institution, we will, on request and without charge, transfer the Licence to the new institution once the original institution certifies deletion under clause 16.7.

26.3 Change of control and competing products. A change of control of you does not affect the Licence, but you must tell us within 30 days, and clause 23 applies to the new controller. In the Licence, a "competing data product" is a dataset, database, feed, API or other data product that supplies financial data about companies or other entities, other than Data supplied under, and within the limits of, a Licence from us, and that substitutes for Trading Agent Data. Supplying Data under, and within the limits of, your Licence — including through a Licensee Product, such as an OEM Product under the OEM Schedule — is not offering a competing data product, and nor is offering a product as your Order Form (including any amendment to it) describes it. If you hold an Onward Supply Licence, you must also tell us within 30 days after you, or a business that controls you or that you control, begin, after the Licence is formed, to offer a competing data product. If you hold an Onward Supply Licence and the new controller after a change of control, or a business it controls, offers a competing data product, or you or such a business of yours begin to offer one as described above, we may end that Licence (for a Snapshot, only its right of Redistribution) by 30 days' notice given within 60 days after you tell us, or after we learn of it if you did not tell us. We will then refund prepaid Fees for the unused part of the period or, for a Snapshot, the refund that clause 7.6(b) gives where only a right of Redistribution is removed, and clause 16.6 applies to what ends. The reason: an Onward Supply Licence carries bulk files, feeds or onward-supply rights that a competitor could use to build a substitute for Trading Agent Data, putting our pricing and our standing with the Source Registers at risk. Clause 26.1 already requires our consent where such a competitor acquires your business; this clause applies the same protection when it acquires control of you instead, or when you or your group begin to compete with Trading Agent Data yourselves.

26.4 By us. We may assign or novate our rights and obligations to a related company, or to a buyer of all or substantially all of the Trading Agent Data business, by notice to you, if the assignee takes on our obligations in writing. Your rights are unaffected. Perpetual Licences continue. If the assignee is subject to clause 23, or offers a product that competes with a Licensee Product of yours, you may end the affected Licence within 30 days after our notice and receive a refund of prepaid Fees for the unused part of the period or, for a Snapshot, the refund in clause 7.6(b) (or, for a Snapshot with a right of Redistribution, end only that right with the refund clause 7.6(b) gives for it). If we assign to a related company, we remain liable, together with it, for any refund that becomes due under the Licence in the 12 months after the assignment.

26.5 Subcontracting. We may use subcontractors, such as hosting, storage and payment providers. We remain responsible for our obligations.

27. Changes to these Terms

27.1 Fixed Versions. Each Version of each document in the Licence Set is published at a permanent address and never edited afterwards. A new Version has a new identifier. We list every Version, with its effective date, at https://www.tradingagentapp.com/licences.

27.2 Subscriptions: changes only at renewal. A new Version applies to your Subscription only from the start of the first renewal period that begins at least 30 days after we email you notice of it. If you do not agree, cancel before that renewal and you will not be charged for the new period. If you have prepaid beyond that renewal, we will refund the unused prepaid Fees.

27.3 Changes required from outside. We may make a change earlier than clause 27.2 allows, or make a change to a Snapshot, only where and to the extent the change is required to comply with a law, an order of a court or regulator, a Source Register's written requirement, changed Source Conditions, or another Upstream Change (clause 7.6). The change must go no further than that requirement, and our notice will identify the requirement. The change takes effect on the date stated in the notice, which will be as late as the requirement permits. Security risks are dealt with under clauses 16.2 and 20, not by changing the Licence. If the change materially reduces your rights, you may, within 30 days after the notice, terminate the affected Licence or market. You will then receive a refund of prepaid Fees for the unused part of the period (for a Subscription), or a refund calculated under clause 7.6(b) (for a Snapshot).

27.4 Snapshots. The Version you accepted when you bought a Snapshot governs it for life. Only a change under clause 27.3, or a step under clause 7.6, can apply to it without your agreement. We may offer you a later Version, which you may accept in writing.

27.5 Administrative changes. Changes that only benefit you, or are purely administrative — such as new contact details, or corrections that do not change meaning — may take effect on notice.

27.6 Continued use is not agreement. Apart from clauses 27.2, 27.3, 27.5 and 27.7, and acceptance of a later Version under clause 27.4 or clause 7.2 or 7.4 of the Snapshot Schedule (which may be given in writing, including by email), the Licence can be changed only by a document that is signed by an authorised signatory of each party, states that it amends the Licence, and names each clause it changes. A purchase order, supplier-portal or procurement-system acceptance, invoice, remittance advice or email exchange is never such a document, even if we sign, acknowledge or accept it. Continuing to use the Data is not, by itself, agreement to a change; a change to the Free Licence takes effect as clause 6.3 of the Free Licence Schedule provides.

27.7 Free Licence. Changes to the Free Licence follow the Free Licence Schedule.

28. Force majeure

28.1 Neither party is liable for failure or delay caused by an event beyond its reasonable control — such as natural disaster, epidemic, war, terrorism, civil unrest, government action, a change in sanctions, the failure or suspension of a Source Register or public infrastructure, internet or hosting outages not caused by that party, a cyber-attack despite reasonable security, or industrial action other than by its own staff.

28.2 This clause does not excuse payment obligations or compliance with clauses 5 to 8, 11, 12, 20 and 23.

28.3 The affected party must tell the other promptly and take reasonable steps to limit the effect. If the event prevents performance for more than 60 consecutive days, either party may terminate the affected Subscription, and we will refund prepaid Fees for the unused part of the period.

29. Notices

29.1 To us. Send notices to contact@tradingagentapp.com. This is our only notices address for Trading Agent Data. A notice sent to that address, including a notice of breach, termination or a claim, is effective under clause 29.3. You may also send a copy by courier or post to our registered office at 17 Beltany Drive, Flat Bush, Auckland 2019, New Zealand (or our registered office as shown on the New Zealand Companies Register if it changes), and court or arbitration documents may be served there as the law allows.

29.2 To you. We send notices to the email address on your account or in your Order Form. We may also publish operational notices, such as schema changes and Deletions Feed entries, in the changelog and the API.

29.3 When a notice is received. An email is received when it enters the recipient's mail server, unless the sender receives a delivery failure. If that is after 5 pm, or on a day that is not a business day, where the recipient is, it is received on the next business day there. A posted notice is received 5 Business Days after posting within New Zealand, or 10 Business Days after posting internationally.

29.4 Keep your notice email address current.

30. Governing law and disputes

30.1 Law. The Licence, and any dispute arising out of or in connection with it, is governed by the law of New Zealand. To the extent the parties may lawfully choose the law that applies to non-contractual obligations arising out of or in connection with the Licence, they choose New Zealand law. This does not affect the law that governs infringement of intellectual property in a country where protection is claimed, or clause 19.4. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

30.2 Talk first. Before starting arbitration or court proceedings, other than for urgent relief under clause 30.4(a) or a claim in the Disputes Tribunal (clause 30.9), a party must give the other written notice of the dispute, and the parties must try in good faith to resolve it for 20 Business Days.

30.3 Arbitration. A dispute not resolved under clause 30.2 is to be finally resolved by arbitration seated in Auckland, New Zealand, under the Arbitration Act 1996 (New Zealand), administered by the New Zealand International Arbitration Centre under whichever of its Standard Arbitration Rules or its EIA60, EIA90 or EIA120 Expedited International Arbitration Rules apply to the amount claimed under that Centre's rules in force when the arbitration begins. There will be one arbitrator, appointed under those rules, and the arbitration will be in English. The award is final and binding. This clause is subject to clauses 30.4, 30.6, 30.8 and 30.9.

30.4 Courts, for urgent relief and small debts. Despite clause 30.3, either party may: (a) seek urgent interim or injunctive relief from any court with jurisdiction — for example to stop unlicensed Redistribution or misuse of confidential information; and (b) bring proceedings to recover a liquidated sum owed under the Licence of less than US$25,000 in any court or tribunal with jurisdiction, including the Disputes Tribunal of New Zealand.

30.5 New Zealand courts. The New Zealand courts have non-exclusive jurisdiction over proceedings that clause 30.4, 30.6 or 30.8 allows, and over matters relating to the arbitration.

30.6 Individuals not in trade. Clause 30.3 does not apply to an individual who enters into the Licence otherwise than in trade (section 11(2) of the Arbitration Act 1996), including a Consumer, unless, after a dispute has arisen, that individual signs a separate written agreement that certifies that, having read and understood clause 30.3, they agree to be bound by it, and that states whether Schedule 2 of that Act applies. Such an individual may bring proceedings in the New Zealand courts or, where the law allows, in the courts of the country where they usually live.

30.7 Keep performing. Each party must continue to perform the Licence while a dispute is being resolved, except for any obligation that is the subject of the dispute.

30.8 Australian consumers and small businesses. If the Licence is a consumer contract or a small business contract within section 23 of the Australian Consumer Law, clause 30.3 applies to a dispute only if you agree to arbitration in writing after the dispute has arisen. Otherwise either party may bring proceedings in the courts of New Zealand, or in the courts of the Australian State or Territory where you usually live or have your principal place of business, and those courts have non-exclusive jurisdiction.

30.9 Disputes Tribunal. Nothing in this clause 30 limits the jurisdiction of the Disputes Tribunal of New Zealand under the Disputes Tribunal Act 1988, or the right of either party to bring a claim within that jurisdiction.

31. General

31.1 Entire agreement. The documents listed in clause 3.1 are the entire agreement between you and us about the Data, and replace all earlier proposals, quotes and correspondence. This clause does not exclude or limit liability for fraud. If you are a Consumer, or clause 19.2 does not apply to you, this clause does not affect any right you have about statements we made before the Licence was formed, including under the Fair Trading Act 1986 or the Contract and Commercial Law Act 2017.

31.2 No reliance. If clause 19.2 applies to you, you confirm that in entering into the Licence you did not rely on any statement, promise or representation, made by us or by any of our directors, employees or contractors, that is not set out in the Licence. The parties agree that it is fair and reasonable for this clause and clause 31.1 to be conclusive between them, for the purposes of section 5D of the Fair Trading Act 1986 and section 50 of the Contract and Commercial Law Act 2017, for the reasons in clause 19.2(c).

31.3 Severability. If any provision is invalid or unenforceable, it is limited to the minimum extent necessary, and the rest of the Licence continues.

31.4 Waiver. A failure or delay in exercising a right is not a waiver of it. A waiver is effective only in writing.

31.5 Relationship. The parties are independent contractors. Nothing creates a partnership, agency, joint venture or employment relationship.

31.6 Third parties. Only the persons indemnified under clause 18.1 may enforce that clause for their own benefit, under subpart 1 of Part 2 (sections 12 to 15) of the Contract and Commercial Law Act 2017. Our directors, employees and contractors may also rely on clauses 7.6, 10.3, 10.4, 10.5, 13, 17.2, 17.3, 17.5, 17.8, 19.2, 22.1(e), 30, 31.1 and 31.2 as if they were parties, under that subpart, including to have a dispute about a claim against them decided under New Zealand law and by arbitration under clause 30.3. Your directors, officers and employees may rely on clause 17.8 in the same way. Anything our directors, employees and contractors pay counts towards the limit in clause 17.3, and clause 17.1 applies to them as it applies to us. No one else who is not a party may enforce the Licence. In particular, except as this clause provides for clause 17.8, End Users, your customers and sublicensees, Authorised Users and the Source Registers have no rights under the Licence, and no promise in it is made to confer a benefit on them (section 13 of that Act); your duties to them, and theirs to you, are only those in your own terms with them. This does not affect any right a person has under an open licence or at law, or any right that your terms with a recipient give us, our directors, employees or contractors, or a Source Register under clause 7.8(c). The parties may vary or end the Licence, including clause 18.1 and the rights this clause gives our directors, employees and contractors and your directors, officers and employees, without the consent of those persons, as section 15(b) of that Act allows.

31.7 Electronic acceptance and signatures. The parties consent to the Licence being made, and to notices being given, electronically (section 220 of the Contract and Commercial Law Act 2017). The fixed Versions accepted at checkout are information in writing for the purposes of section 222 of that Act. When the Licence is formed, we will email you a PDF copy of each, with its SHA-256 hash. An Order Form may be signed with an electronic signature that meets section 226 of that Act, and may be signed in counterparts.

31.8 Language. The Licence is written in English, and the English text governs. Any translation is for convenience only. The Attribution Notices in the Source Conditions Schedule are prescribed in the languages the Source Registers require and must be reproduced as written.

31.9 Publicity. We will not name you as a customer without your consent. You may say that you use Trading Agent Data.

31.10 Costs. Each party bears its own costs of entering into the Licence.

31.11 Records. We keep the records described in clause 4.6 as evidence of the Licence.