Terms of Use

1. Definitions

In these Terms of Use the following terms have the meanings given below: "Agreement" means these Terms of Use together with the Privacy Policy and Cookie Policy published on the Platform, as amended from time to time. "Confidential Information" means all Content, index readings, regime classifications, sector indices, indicators, signals, narratives, analyses, methodologies, model outputs and any other information or materials made available through or in connection with the Platform, whether or not marked as confidential, and including any copies, extracts or derivatives thereof. "Content" means all data, index readings, regime classifications, sector indices, indicators, signals, narratives, analyses, visualisations and other outputs generated or displayed by the Platform. "FrictionIndex" means the operator of the Platform. "Platform" means the FrictionIndex web application, data outputs, indices, indicators, signals, narratives, analyses and any related materials or services made available by FrictionIndex. "Subscriber" means the organisation or individual who has entered into a subscription or trial arrangement with FrictionIndex. "Subscription Fees" means fees paid or payable by the Subscriber to FrictionIndex in respect of access to the Platform. "User" means any individual who accesses or uses the Platform pursuant to a subscription or trial arrangement granted by FrictionIndex.

2. Binding agreement

These Terms of Use constitute a legally binding agreement between the Subscriber and FrictionIndex governing all access to and use of the Platform. Where access is granted to individual Users within a Subscriber organisation, the Subscriber is responsible for ensuring that each such User complies with this Agreement and accepts liability for the acts and omissions of its Users as if they were its own. These terms take effect on the date on which a Subscriber first accesses the Platform or enters into a subscription arrangement, whichever is earlier.

3. Nature of the Platform and Content

The Platform is a data analytics service providing indices, indicators and analysis derived from publicly available UK corporate insolvency records published in The Gazette and data made available by Companies House. The Platform is designed and marketed exclusively for use by professional and institutional subscribers — including credit risk professionals, investment managers, analysts and researchers — who possess the expertise to evaluate independently the relevance, accuracy and limitations of data of this nature. Nothing in the Content constitutes, or should be construed as constituting, financial advice, investment advice, credit advice, legal advice, tax advice or any other form of regulated professional advice. The Platform is not authorised or regulated by the Financial Conduct Authority or any other regulatory body. Subscribers and Users must not treat the Content as a substitute for independent professional judgment or for advice from an appropriately qualified and authorised professional adviser. Any forward-looking statements, directional indicators or signals contained in the Content reflect analytical outputs derived from historical data and statistical models and are subject to significant uncertainty. Past patterns are not a reliable indicator of future outcomes. FrictionIndex makes no representation that any indicator or signal will prove correct or achieve any particular result.

4. Authorised use

4.1 FrictionIndex grants the Subscriber a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform and Content solely for the Subscriber's own internal business purposes during the term of the applicable subscription. 4.2 "Internal business purposes" means use by the Subscriber's own employees and authorised Users for internal research, analysis, risk assessment and decision-making within the Subscriber's own organisation. It does not include use in connection with any product or service offered to third parties, redistribution of Content, or any commercial exploitation of the Content. 4.3 The Subscriber shall not, and shall procure that its Users shall not, without FrictionIndex's prior written consent: (a) disclose, distribute, publish, transmit, share or otherwise make available any Content or Confidential Information to any third party in any form or by any means, including without limitation in any report, publication, presentation, database, data feed, client communication or media release; (b) incorporate any Content into any product, service or offering provided to third parties; (c) use the Content or any derivative thereof for the purpose of creating any competing index, indicator, benchmark or data product; (d) sublicense, resell, transfer or assign access to the Platform or any rights under this Agreement; (e) permit any person who is not a named authorised User to access or use the Platform using the Subscriber's credentials.

5. Confidentiality

5.1 The Subscriber acknowledges that all Confidential Information constitutes valuable proprietary and commercially sensitive information belonging to FrictionIndex. 5.2 The Subscriber undertakes, and shall procure that each of its Users undertakes, to: (a) keep all Confidential Information strictly confidential; (b) not disclose any Confidential Information to any third party without FrictionIndex's prior written consent; (c) use Confidential Information solely for the purposes of exercising the Subscriber's rights under clause 4.1; (d) apply the same standard of care to protect Confidential Information as it applies to its own confidential information of comparable sensitivity, and in any event no less than a reasonable standard of care; and (e) promptly notify FrictionIndex upon becoming aware of any actual or suspected unauthorised disclosure of Confidential Information. 5.3 The obligations in clause 5.2 shall not apply to information that: (a) is or becomes publicly available through no act or omission of the Subscriber or any User; (b) was already lawfully known to the Subscriber prior to disclosure by FrictionIndex, as evidenced by written records; or (c) is required to be disclosed by law, court order or regulatory requirement, provided that the Subscriber gives FrictionIndex prompt written notice (to the extent permitted by law) and co-operates with FrictionIndex in seeking to limit the scope of such disclosure. 5.4 The confidentiality obligations in this clause 5 shall survive termination or expiry of this Agreement for a period of five years.

6. Intellectual property

6.1 All intellectual property rights in the Platform and Content — including without limitation the index methodology, scoring system, weighting model, persistence calculation framework, regime classification logic, sector attribution methodology, narrative generation processes, indicator models, visualisations, software and platform design — are and shall remain the exclusive property of FrictionIndex. Nothing in this Agreement transfers any intellectual property rights to the Subscriber or any User. 6.2 The Subscriber and its Users shall not, and shall take all reasonable steps to ensure that third parties do not: (a) copy, reproduce, modify, adapt, translate or create derivative works from the Platform, the Content or any part of them; (b) reverse engineer, decompile, disassemble or otherwise attempt to derive or reconstruct the source code, methodology, algorithms, weighting models, scoring logic or any other proprietary elements of the Platform; (c) remove, alter, obscure or challenge any proprietary notices, copyright notices or confidentiality notices on or in the Platform or Content; (d) use the name "FrictionIndex", any associated trade marks, or any index or indicator name in any manner likely to cause confusion or to imply endorsement or affiliation without FrictionIndex's prior written consent; (e) represent that any Content is endorsed by, derived from or affiliated with any regulatory authority, government body or recognised financial benchmark administrator. 6.3 FrictionIndex acknowledges that underlying insolvency notice data and company registration data are sourced from The Gazette and Companies House, published under Crown copyright and the Open Government Licence. FrictionIndex's proprietary rights relate to the methodology, calculations and analytical outputs derived from such underlying data.

7. Suspension and termination

7.1 FrictionIndex reserves the right, at its sole discretion and without liability, to suspend, restrict or terminate any Subscriber's or User's access to the Platform at any time and with or without prior notice in the following circumstances: (a) the Subscriber breaches any provision of this Agreement; (b) FrictionIndex reasonably suspects that access credentials are being shared or used in breach of this Agreement; (c) FrictionIndex reasonably suspects fraudulent, abusive or unlawful use of the Platform; (d) the Subscriber fails to pay Subscription Fees when due; (e) FrictionIndex is required to do so by law, court order or regulatory authority; or (f) FrictionIndex determines that continued access poses a risk to the Platform, its infrastructure or other subscribers. 7.2 FrictionIndex also reserves the right to suspend access for operational, technical or maintenance reasons at any time without notice and without liability. 7.3 Upon termination or expiry of a subscription for any reason: (a) all rights of access granted to the Subscriber and its Users shall immediately cease; (b) the Subscriber shall, and shall procure that its Users shall, immediately cease all use of the Platform and Content; (c) the Subscriber shall, at FrictionIndex's request, destroy or return all copies of Confidential Information in its or its Users' possession; and (d) the confidentiality obligations in clause 5 shall continue in accordance with clause 5.4. Termination shall not affect any accrued rights or liabilities of either party.

8. Exclusion of all warranties

THE PLATFORM AND ALL CONTENT ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FRICTIONINDEX EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION: (a) any warranty that the Platform or Content is accurate, complete, current, reliable, fit for any particular purpose or of satisfactory quality; (b) any warranty that the Platform will be available without interruption, error or defect; (c) any warranty that any index reading, indicator, signal, regime classification, narrative or analysis will prove correct, achieve any particular result or be suitable for any specific use; (d) any warranty as to the accuracy, completeness or timeliness of data sourced from The Gazette, Companies House or any other third-party data provider; (e) any warranty that the Platform is free from viruses, malware or other harmful components. FrictionIndex makes no representation that the Content reflects all insolvency events occurring in the relevant period or that the underlying data is free from errors, omissions, duplications or inaccuracies introduced by third-party data sources outside FrictionIndex's control.

9. Limitation and exclusion of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: 9.1 FrictionIndex shall not be liable to any Subscriber, User or third party for any loss or damage of any nature arising out of or in connection with: (a) access to or use of, or inability to access or use, the Platform or any Content; (b) reliance placed on any Content by any person; (c) any decision — whether relating to investment, credit, lending, underwriting, risk management or otherwise — made in whole or in part on the basis of or by reference to the Content; (d) any inaccuracy, error, omission or delay in the Content or in the underlying data from which it is derived; (e) interruption, suspension, modification, withdrawal or discontinuation of the Platform or any part of it; (f) any failure of technical infrastructure, third-party services or data providers; or (g) any act or omission of a third-party data provider. 9.2 Without limiting clause 9.1, FrictionIndex shall not in any circumstances be liable for: (a) loss of profits; (b) loss of revenue; (c) loss of business or contracts; (d) loss of anticipated savings; (e) loss of goodwill or reputation; (f) loss of data or information; (g) business interruption; (h) wasted management time or expenditure; (i) any indirect, special, incidental, consequential or punitive loss or damage; whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise. 9.3 To the extent that liability cannot be excluded by law, FrictionIndex's total aggregate liability to a Subscriber in respect of all claims, losses and damages arising out of or in connection with the Platform in any calendar year shall be limited to the total Subscription Fees actually paid by that Subscriber to FrictionIndex in that same calendar year. 9.4 Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded under applicable law.

10. Subscriber indemnity

The Subscriber shall indemnify, defend and hold harmless FrictionIndex and its officers, employees, agents and contractors from and against all claims, liabilities, losses, damages, costs and expenses (including reasonable legal fees and disbursements on a full indemnity basis) arising out of or in connection with: (a) any use of the Platform or Content by the Subscriber or any of its Users; (b) any breach of this Agreement by the Subscriber or any of its Users; (c) any reliance placed on Content by the Subscriber, any User or any third party to whom the Subscriber or a User has disclosed Content in breach of this Agreement; (d) any third-party claim arising from the Subscriber's or a User's use of or reference to the Content; or (e) any infringement of FrictionIndex's intellectual property rights or breach of the confidentiality obligations in clause 5.

11. Prohibited conduct

In addition to the restrictions set out elsewhere in this Agreement, the Subscriber shall not, and shall procure that its Users shall not: (a) use automated means including web scrapers, bots, crawlers, data extraction tools or scripts to access, copy or download Content from the Platform; (b) access or attempt to access any part of the Platform or its underlying systems other than through the interfaces provided by FrictionIndex; (c) probe, scan or test the vulnerability of the Platform or any associated network or system; (d) circumvent, bypass or attempt to bypass any access controls, authentication mechanisms or security features of the Platform; (e) interfere with or disrupt the integrity or performance of the Platform or the data contained in it; (f) use the Platform to transmit any virus, malware, or other harmful or disruptive code; or (g) use the Platform in any manner that could expose FrictionIndex to legal liability or reputational harm.

12. Availability and service changes

FrictionIndex does not warrant that the Platform will be available continuously or free from error. FrictionIndex reserves the right at any time and without liability to modify, suspend, discontinue or withdraw the Platform or any feature or part of it, or to change the frequency, methodology or content of data updates. FrictionIndex will use reasonable endeavours to provide advance notice of planned maintenance where practicable but is under no obligation to do so. No service level commitments are given unless expressly agreed in writing as part of a separate commercial arrangement.

13. Third-party data and links

The Content is derived in part from data published by third-party sources including The Gazette and Companies House. FrictionIndex does not control such third-party data and accepts no liability for any inaccuracy, omission, delay or error in data originating from third-party sources. Where the Platform contains links to external websites, such links are provided for convenience only. FrictionIndex does not endorse linked sites and accepts no responsibility for them.

14. Force majeure

FrictionIndex shall not be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from circumstances beyond its reasonable control, including without limitation: acts of God; government or regulatory action; war, civil unrest or terrorism; pandemic or epidemic; cyber attacks or denial of service attacks; failure or disruption of internet infrastructure; power outages; or failure of third-party data suppliers including The Gazette and Companies House. FrictionIndex's obligations are suspended for the duration of the relevant event.

15. Entire agreement

This Agreement constitutes the entire agreement between the parties with respect to access to and use of the Platform and supersedes all prior agreements, representations, warranties and understandings relating to the same subject matter. No amendment or variation shall be effective unless in writing and signed by an authorised representative of FrictionIndex. FrictionIndex reserves the right to update these terms by publishing revised terms on the Platform with reasonable notice to Subscribers. Continued use of the Platform following publication of revised terms constitutes acceptance.

16. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision shall be deemed severed and the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace any severed provision with a valid provision that achieves as nearly as possible the same commercial effect.

17. No waiver

No failure or delay by FrictionIndex in exercising any right or remedy under this Agreement shall operate as a waiver. A waiver of any breach shall not constitute a waiver of any subsequent breach of the same or any other provision.

18. Third-party rights

This Agreement does not confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise, and may be amended or terminated without the consent of any third party.

19. Governing law and jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.

20. Contact

For questions or notices in connection with these Terms of Use, please contact FrictionIndex via the Contact page on the Platform.