Terms and Conditions

consulting - Version: January 2026 (current)

These terms and conditions are supplemental to the proposal or other document to which they are attached (the "Proposal"), such Proposal and these terms and conditions as the same may be amended as permitted hereby, being herein referred to as the "Agreement," between Maplecroft.Net Limited ("Verisk Maplecroft") and the client named in the Proposal ("you").

1. Role of Verisk Maplecroft; Warranty.

1.1 Verisk Maplecroft will provide the services set out in the Proposal (the "Services") and will not be obliged to provide any other advice or services unless this Agreement shall be amended or supplemented to increase the scope of services to be provided.

1.2 Verisk Maplecroft will not be responsible for providing advice on legal, regulatory, tax or accounting matters unless the Proposal expressly states that it is so responsible. Absent such an express provision, any advice rendered by Verisk Maplecroft upon such matters may not be relied upon.

1.3 The Services, including any advice or deliverables provided to you, do not include, nor shall they be construed as including investment advice on, advice on the merits of, or a recommendation in relation to, buying, selling, subscribing for or underwriting any securities, shares or other financial investments of any kind.

1.4 Any advice or other deliverables provided as part of the Services, unless otherwise expressly agreed by Verisk Maplecroft in writing, is provided to you solely for you and your Affiliates' benefit. Such advice or other deliverables may not be relied on by you or your Affiliates other than for the purposes described in the Proposal and may not be disclosed by you or any of your Affiliates to any third party or announced publicly unless there is a legal or regulatory obligation to so disclose or announce it. In this Agreement, an "Affiliate" of a party means any entity which controls, is controlled by or is under common control with, that party, from time to time, but in each case only for so long as such control or common control relationship exists, and for the purposes of this definition an entity shall "control" another entity if they own, directly or indirectly, more than 50% of the equity in that entity.

1.5 Verisk Maplecroft will use reasonable commercial endeavours to comply with any date for completion of the Services or any portion thereof, but any such date shall only constitute a statement of expectation and shall not be binding.

1.6 Verisk Maplecroft warrants and represents that:

(i) it will provide the Services with all reasonable skill and care in accordance with good industry practice; and

(ii) it has full power to execute this Agreement and to exercise its rights and perform its obligations hereunder.

2. Authority and Information.

2.1 Verisk Maplecroft is entitled to assume that your instructions regarding the Services have been properly authorized by you if they are given by any of your directors or senior executives or by any of the individuals referred to in the Proposal.

2.2 You hereby authorise Verisk Maplecroft to carry out such steps as it considers necessary to perform the Services, including using agents and subcontractors (including, for the avoidance of doubt, any Affiliate of Verisk Maplecroft) to assist Verisk Maplecroft under this Agreement. Verisk Maplecroft will remain liable to you in respect of any services provided by Verisk Maplecroft's Affiliates, agents and subcontractors subject to the terms of this Agreement.

2.3 You understand and agree that Verisk Maplecroft, in performing the Services, will use and rely upon information provided by you as well as publicly available information and that Verisk Maplecroft does not assume responsibility for independent verification of any information, whether publicly available or otherwise, furnished to it by you. Accordingly, Verisk Maplecroft shall be entitled to assume and rely upon the accuracy, fairness and completeness of all such information.

2.4 Verisk Maplecroft shall not, and shall procure that its Affiliates, agents and subcontractors shall not (except in the proper course of its or their duties), either during this Agreement or at any time after the termination of this Agreement, except pursuant to clause 2.5, use or disclose to any third party any of your Confidential Information. This restriction does not apply to:

(i) any use or disclosure authorised by you or required by law; or

(ii) any information which is already in, or comes into, the public domain otherwise than through Verisk Maplecroft's or its Affiliates, agents or subcontractors' unauthorised disclosure.

Upon request from you, Verisk Maplecroft shall promptly return or destroy any or all of your Confidential Information in its or its Affiliates, agents or subcontractors' possession.

In this Agreement, "Confidential Information" means information in whatever form disclosed by you to Verisk Maplecroft relating to the business, customers, products, affairs and finances of you or any of your Affiliates for the time being confidential to you or any of your Affiliates, including without limitation, personal data, technical data and know-how relating to your business or your Affiliates, or any of your or their suppliers, customers, agents, distributors, shareholders, management or business contacts.

2.5 You understand and agree that Verisk Maplecroft may disclose any information provided by you under this Agreement to such of its Affiliates, agents and subcontractors and to its and their respective officers, employees, representatives and consultants as Verisk Maplecroft shall consider necessary in the performance of this Agreement and Verisk Maplecroft shall ensure that all persons to whom such information is disclosed shall treat such information as confidential.

3. Intellectual Property.

3.1 Verisk Maplecroft shall retain ownership of all Intellectual Property Rights in any general skills, expertise, knowledge and know-how arising from the provision of the Services and which do not constitute your Confidential Information. Verisk Maplecroft hereby grants you a non-exclusive, royalty free licence to use such Intellectual Property Rights solely to the extent necessary to receive the benefit of the advice or other deliverables provided as part of the Services.

3.2 In this Agreement, "Intellectual Property Rights" means copyright and related rights, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other similar intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

4. Liability; Third Party Claims.

4.1 You acknowledge and agree that in relation to this Agreement your relationship is solely with Verisk Maplecroft and you therefore agree not to bring a claim of any nature against any of Verisk Maplecroft's Affiliates, agents or subcontractors or any of the respective officers, employees, representatives, consultants or staff of Verisk Maplecroft or any of its Affiliates, agents or subcontractors who perform work in connection with this Agreement and you agree that such persons shall have no liability to you under this Agreement.

4.2 Notwithstanding the foregoing but subject to clause 4.7 below, under no circumstances shall Verisk Maplecroft be liable for any claims arising out of or in connection with this Agreement, on whatsoever basis, in an amount in excess of the fees actually paid to Verisk Maplecroft pursuant to this Agreement.

4.3 Subject to clause 4.7 below, under no circumstances shall Verisk Maplecroft be liable for:

(i) special, incidental or punitive loss;

(ii) indirect or consequential loss; or

(iii) loss of business, revenue, goodwill, profits, contracts or anticipated savings (whether such loss is direct or indirect, foreseeable or otherwise),on account of any claim arising from or in connection with or otherwise relating to this Agreement, whether on the basis of negligence, tort, breach of contract, misrepresentation, indemnity or otherwise.

4.4 Notwithstanding anything to the contrary in this Agreement, but subject to clause 4.7 below, no action, regardless of its form, arising from or pertaining to this Agreement may be brought by you more than one (1) year after that action has accrued.

4.5 You shall pay, and shall protect, indemnify and hold harmless Verisk Maplecroft from, any claim, demand, damage, loss, cost, expense or liability of whatever nature, including legal fees and expenses brought by or incurred on account of anyone other than you against Verisk Maplecroft on account of or arising in connection with or otherwise relating to this Agreement.

4.6 Except as expressly stated in this Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise (including fitness for purpose and suitability) are hereby excluded to the extent permitted by law.

4.7 Notwithstanding anything to the contrary in this Agreement, Verisk Maplecroft does not limit or exclude its liability for fraud or fraudulent misrepresentation, for death or personal injury arising from its or its Affiliates' negligence or that of its or their employees, officer, directors, agents, or any liability which cannot by law be limited or excluded.

4.8 If notwithstanding clause 1.3 above you take any action or decision to buy, sell, subscribe for or underwrite any securities, shares or other financial investments, you do so entirely at your own risk and Verisk Maplecroft shall have no liability whatsoever for any loss, damage, costs or expenses incurred or suffered by you as a result.

5. Payment.

5.1 Payment is due 30 days from the date of the invoice. The invoice may be provided by Verisk Maplecroft, or an affiliate or parent company of Verisk Maplecroft. If Verisk Maplecroft shall elect to provide you with access to any Product, Service, any user name or password for any Product prior to your having paid the Access Fee therefor, such election by Verisk Maplecroft shall not relieve you of your obligation to pay such fee as provided in the preceding sentence.

5.2 The amount invoiced for services rendered or in connection with any work product as described in the Proposal is net of any applicable withholding taxes that may be imposed by governmental authorities of any country from which such payment may be made. If any such withholding taxes shall be imposed or collected in connection with such payment so that the payment actually received by Verisk Maplecroft shall have been reduced from the amount of the payment stated in the Proposal, you shall be responsible for paying to Verisk Maplecroft such additional amounts from time to time as shall be necessary to cause Verisk Maplecroft to have received the full amount stated herein without regard to the imposition or collection of any such withholding taxes.

5.3 Amounts invoiced are also exclusive of value added, sales or use tax or any other tax or other governmental charge payable in connection with this Agreement, the Services or the exercise of your rights hereunder, which tax or charge will be paid by you at the rate and in the manner prescribed by law.

6. Termination

6.1 Verisk Maplecroft shall have the right to terminate this Agreement, immediately on written notice to you if:

(i) you shall fail to reasonably co-operate with Verisk Maplecroft in providing information, instructions, facilities or other resources to it, or in making your personnel available, as required to enable Verisk Maplecroft to complete this Agreement and such failure continues for five business days after you receive notice thereof; or

(ii) you shall fail to make any payment in full and in a timely fashion of any amount required to be paid by this Agreement and such failure continues for five business days after you receive notice thereof; or

(iii) you shall breach any obligation contained in this Agreement and such breach continues for five business days after you receive notice thereof; or

(iv) if you are unable to pay your debts (within the meaning of Section 123 of the Insolvency Act 1986) or become insolvent or an order is made or a resolution is passed for your administration, winding-up or dissolution or an administrator or other receiver, manager, liquidator, trustee or similar officer is appointed over all or a substantial part of your assets or you enter into or propose any composition or arrangement with your creditors generally or anything analogous to the foregoing occurs in any jurisdiction, or you cease to carry on business as carried on at the date of this Agreement; or

(v) if you should undergo a change of control which results in you becoming controlled by a competitor of Verisk Maplecroft (for such purposes, "control" means the right to direct the affairs of a company whether by ownership of shares, by membership of the board of directors, by agreement or otherwise).

6.2 You shall have the right to terminate this Agreement provided that you shall have given Verisk Maplecroft at least ten business days notice of such termination.

6.3 On termination of this Agreement for any reason you shall immediately pay to Verisk Maplecroft any outstanding unpaid invoices payable under this Agreement, as well as reasonable compensation for work performed by Verisk Maplecroft for which payment is not yet due and payable. The termination of this Agreement shall not relieve you or Verisk Maplecroft of any obligations under this Agreement that arose prior to such termination and that do not, by their terms, end as of such termination and all of the same shall survive such termination.

7. Governing Law; Jurisdiction; Third Party Rights

7.1 This Agreement shall be governed by and interpreted in accordance with the laws of England. You and Verisk Maplecroft agree to submit to the exclusive jurisdiction of the English courts in connection with any matter arising out of or connected to this Agreement or the Services.

7.2 Clauses 1.4, 2.4 and 4 of these terms and conditions confer a benefit on each of your Affiliates or Affiliate of Verisk Maplecroft and, subject to them obtaining either your or Verisk Maplecroft’s prior written consent (as applicable), are intended to be enforceable by each such Affiliate or member by virtue of the Contracts (Rights of Third Parties) Act 1999. Subject to the foregoing, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.

8. Entire Agreement; Severability; Waiver

8.1 This Agreement constitutes the entire agreement with respect to its subject matter, and supersedes any previous proposals or other communications and any previous agreements. This Agreement shall govern in the case of any inconsistency between it and any purchase order, change order, confirmation or other document issued by either party.

8.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement.

8.3 If any provision, clause or application of this Agreement to any party or circumstance is held invalid and unenforceable, this shall not affect any other provision, clause or application thereof.

8.4 A waiver of any of the provisions of this Agreement or of any breach or default will not constitute a continuing waiver, and will not prevent the waiving party from subsequently enforcing any of the provisions of this Agreement not waived or from acting on any subsequent breach or default.

9. Amendments; Assignment

9.1 No amendment or variation of this Agreement shall be effective unless made in writing and signed by you and Verisk Maplecroft.

9.2 You may not assign any of your rights under this Agreement without Verisk Maplecroft's prior written consent.

10. Notices.

All notices, consents, approvals or other communications pursuant to this Agreement shall be made in writing and shall be delivered by personal delivery, by prepaid registered or certified mail (return receipt requested) or by overnight courier (with receipt for delivery) or by confirmed facsimile, in each case to the applicable address or number specified in the Proposal.

11. Disclosure.

Neither party may disclose the identity of the other party or otherwise publicise the subject matter of this Agreement without the other party's prior written consent.

12. Anti-Bribery.

Verisk Maplecroft shall:

(i) comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption in the UK including but not limited to the Bribery Act 2010 (the "Relevant Requirements"); and

(ii) have and maintain in place for the duration of this Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements.

13. Force Majeure.

13.1 In this clause 'Force Majeure' means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under this Agreement, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; acts of terrorism; sabotage; strikes; epidemics; pandemics; riots; power failures; computer failure and any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes; acts of civil or military authority; governmental actions or orders; or inability to obtain labor, material, equipment or transportation. Inability to pay or financial recession is not Force Majeure.

13.2 A party shall not be liable if delayed in or prevented from performing its obligations, in whole or in part under this Agreement due to Force Majeure, provided that it:

(i) promptly notifies the other of the Force Majeure event and its expected duration; and

(ii) uses commercially reasonable efforts to minimise the effects of that event.

13.3 If, due to Force Majeure, a party:

(i) is or is likely to be unable to perform a material obligation; or

(ii) is or is likely to be delayed in or prevented from performing its obligations for a continuous period of more than 60 Business Days, either party may terminate this Agreement on not less than four weeks’ written notice.

13.4 Additionally, a party shall be entitled to suspend performance or to claim an extension of time for performance, equal to the period of delay.

13.5 The payment of invoices due and owing hereunder shall in no event be delayed by the Client because of a force majeure affecting the Client.