1	DEFINITIONS
1.1	In this Agreement, words and phrases have the meaning given to them in the Term Sheet and this clause 1:
“Content” means scoutAsia content provided or made available by scoutAsia to the Client under this Agreement from the Service only in any form and media, including without limitation any literary work (text, tables and computations) and artistic work (including graphic works such as drawings, diagrams, maps, charts, plans, videos and photographs).
“FT” means The Financial Times Limited or such other Financial Times contracting entity as may be specified for any FT Subscription from time to time. 
“FT Content” means FT’s website at FT.com together with the content/services available through that website.
“FT Subscription” means an annual FT Premium Digital Subscription. 
“FT Subscription Terms” means FT’s standard terms and conditions for FT Subscriptions, as set out at https://help.ft.com/help/legal-privacy/terms-conditions/ or as otherwise notified by scoutAsia to the Client from time to time. 
“IPRs” means all present and future copyright, moral rights, database rights, trademark rights, trade secrets and all related rights and neighbouring rights and any other intellectual property rights of whatsoever nature throughout the world whether or not registered or capable of registration including all renewals and/or extensions thereof.
“Marks” means all trademarks, service marks, trade names, logos and other branding (whether registered or not) of scoutAsia or its licensors.
“Privacy Policy” means scoutAsia’s current privacy policy available by clicking on the “Privacy policy” link on the Service.
“Service” means https://scout.asia together with any other applications made available by scoutAsia from time to time for accessing the Content. 
“Substitute” means (a) any item or subset of the Content that, in the reasonable opinion of scoutAsia, has independent commercial value; and/or (b) any product or service (whether for internal or external use) that, in the reasonable opinion of scoutAsia, reduces the need for the Client or for any third party to pay directly for the Service or for any Content, or which creates revenue from the Service or from any Content to the detriment of scoutAsia’s (or any Third Party Supplier’s) own ability to generate revenues from the Service or that Content (as the case may be). 
“User” means any individual with the right to access the Service under this Agreement
“User Data” means any data identifying a User.
“Terms and Conditions” means these terms and conditions.
“Term Sheet” means a Term Sheet signed by scoutAsia and Client which incorporates these Terms and Conditions.
“Third Party Supplier” means any third party licensor of Content to scoutAsia. 
1.2	The headings in this Agreement do not affect its interpretation. Unless the context otherwise requires the words “include” and “including” shall be construed without limitation, and any reference in this Agreement to any statute or statutory provision shall be deemed to include any subsequent re-enactment or amending provision.

2	SERVICE
2.1	From the Service Start Date scoutAsia shall provide the Users with access to the Service.
2.2	The Content is only for Users’ general information and entertainment purposes and is not intended to address any particular requirements. The Content does not constitute any form of advice, recommendation, representation, endorsement or arrangement by scoutAsia. It is not intended to be and should not be relied upon by the Client or its Users in making (or refraining from making) any specific investment, purchase, sale or other decisions. Appropriate independent advice should be obtained before making any such decision.
2.3	All Users must be employees, directors or other personnel of the Client. 
2.4	Where the Term Sheet specifies a Location then: 
(a)	each User’s principal place of work for the Client must be at that Location; 
(b)	Users shall continue to be permitted access while working from home, on overseas travel or otherwise temporarily away from the Location; 
(c)	if scoutAsia has reason to believe that an individual is accessing Content away from the Location on a longer-term basis (“Non-Location User”) then scoutAsia will notify the Client, and scoutAsia and the Client will discuss in good faith the appropriate way to address this; 
(d)	accessing Content away from the Location is not a breach of this Agreement (provided such access otherwise complies with this Agreement), but scoutAsia reserves the right to terminate access for any Non-Location User.
2.5	The Client acknowledges that an FT digital subscription (whether an FT Subscription provided under clause 2.6 or any other applicable FT digital subscription) is necessary to access FT Content. In the absence of such a subscription, the Client will see FT headlines and links within the Service but may not be able to access the corresponding FT Content.
2.6	Where any User requires access to FT Content, Client may request that scoutAsia arranges an FT Subscription for that User, and scoutAsia will arrange that FT Subscription at scoutAsia’s expense subject to the following, which the Client acknowledges and agrees:
(a)	the FT Subscription is a separate agreement between the Client and FT on the FT Subscription Terms;
(b)	FT Subscriptions are for use only by Users under this Agreement. The Client shall not provide access to FT Content for anyone other than a User;
(c)	password access to FT Content is on the basis of one password for use by one specific User only. Sharing of passwords is not permitted either simultaneously or on a rotational basis;
(d)	no full text FT articles shall be forwarded internally or externally by email or by any other distribution method, save as permitted by any tools made available by FT from time to time. No full text FT articles shall be hosted on any internal or external Client websites;
(e)	where Users register for access to FT Content using their email address, each User must use a named email account (such as “firstname.lastname@client.com”) and not a generic or shared email account (such as “knowledge.management@client.com”); 
(f)	FT headline links cannot be forwarded externally outside of the Client organization as part of a charged “paid for” service to external companies or third party clients or used for commercial gain; and 
(g)	FT has the benefit of (and right to enforce) the provisions of this clause 2.6.

3	USE OF CONTENT 
3.1	Subject to the terms of this Agreement, scoutAsia grants to the Client a non-exclusive, non-transferable, non-sublicensable licence to allow the Users: 
(a)	to view and use Content on the Service; and 
(b)	using only the tools provided for this purpose by scoutAsia (as and when available), to download and store limited amounts of Content that could not be used as a Substitute; 
(c)	incorporate limited amounts of Content into reports or other materials prepared for internal business purposes and distributed within the Client organization only, provided that the incorporated Content could not be used as a Substitute.
3.2	Except as expressly permitted by this Agreement, the Client shall not and shall ensure that its Users do not:
(a)	copy, cut and paste, email, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, publicly display, sell or in any way commercially exploit any Content (whether received from scoutAsia under this Agreement or otherwise); 
(b)	allow anyone other than Users to access the Service or the Content in any way; 
(c)	create derivative works from Content, other than as permitted under clause 3.1(c); 
(a)	download Content other than using any tools provided for this purpose by scoutAsia from time to time; 
(d)	photocopy or scan copies of Content; 
(e)	remove the copyright or trademark notice from any copies of Content, including any Content downloaded under clause 3.1(b); 
(f)	use spidering technology or other datamining technologies to search or link to or carry out any computational analysis of the Service or any Content; 
(g)	create a database in electronic or structured manual from by systematically and/or regularly downloading, caching, printing and storing all or any Content (by spidering or otherwise); 
(h)	frame, harvest or scrape Content or otherwise access Content for similar purposes; 
(i)	without limitation to the above, use the Content in any way that could be amount to a Substitute; or 
(j)	use the Content for the purposes of endorsement of a business, product or service. 
3.3	The Client acknowledges that certain Content may be subject to additional conditions or restrictions imposed by a Third Party Supplier of that Content. The Client must comply (and ensure that its Users comply) with all such Third Party Supplier conditions or restrictions as communicated to the Client by scoutAsia (whether by means of the Service or otherwise). 
3.4	scoutAsia reserves complete editorial freedom in the form and content of the Content and may add to, remove or edit Content at any time on a permanent or temporary basis and with or without notice.
3.5	This Agreement does not constitute a sale of the Content. Except as expressly provided in this Agreement no rights or licences in the Content are granted to the Client or the Users. The Client acknowledges that as between itself and scoutAsia, scoutAsia (or its Third Party Suppliers or other licensors) is throughout the world the owner of all IPRs in the Content.
3.6	The Client acknowledges and agrees that: 
(a)	all use of scoutAsia’s Marks under this Agreement is to the benefit of scoutAsia or its licensors; 
(b)	scoutAsia’s Marks will remain the exclusive property of scoutAsia or its licensors; 
(c)	nothing in this Agreement shall confer upon the Client any right of ownership in scoutAsia’s Marks;
(d)	the Client shall not now or in the future contest the validity of scoutAsia’s Marks or take any action impairing the rights of scoutAsia in its Marks.
3.7	The Client shall not remove, shrink or otherwise modify the copyright or any other proprietary notice or any branding or logo of scoutAsia (or its licensors) contained in any Content.
3.8	Any additional use of Content outside the scope of the rights granted in this Agreement shall require express permission from scoutAsia and may incur additional costs.

4	USER DATA 
4.1	In its processing of User Data, scoutAsia shall comply at all times with: 
(a)	the Data Protection Laws; and 
(b)	the Privacy Policy. 
4.2	The Client acknowledges that scoutAsia processes User Data as a data user, and that scoutAsia’s processing of that User Data shall (as between scoutAsia and each Reader) be governed by the Data Protection Laws and the Privacy Policy. 
4.3	scoutAsia shall ensure that each User who registers with the Service is made aware that the Privacy Policy will apply to processing of User Data. scoutAsia shall also give each User the opportunity to give or withhold consent for marketing and other communications, in accordance with the Data Protection Laws. 
4.4	Where the Client provides any details of Users to scoutAsia (for example, for scoutAsia and/or, where applicable, FT to send account activation emails to Users), the Client is responsible for ensuring that this complies with the Data Protection Laws and that scoutAsia and/or, where applicable, FT can use those details for the purpose for which the Client provides them. 
4.5	scoutAsia shall not be restricted from using any anonymous data which it may receive as a result of Users using the Service or the Content.
4.6	scoutAsia reserves the right to monitor use of the Content and Service by all Users (in terms of volume and frequency) for the duration of this Agreement.
4.7	In this clause 4: 
(a)	“Data Protection Laws” means any data protection legislation applicable in Hong Kong from time to time, including the Personal Data (Privacy) Ordinance (Cap. 486) (“Ordinance”); and
(b)	“data user”, “personal data” and “processing” have the meanings given to them in the Ordinance.

5	WARRANTIES AND LIABILITY
5.1	Each party warrants and represents to the other that it has the full power and authority to enter into this Agreement.
5.2	scoutAsia warrants and represents to the Client that:
(a)	to the best of its knowledge the Content does not include any information or material which infringes the IPRs of any third party, is defamatory, or is unlawful; 
(b)	it has the right to grant the licences granted under this Agreement; and 
(c)	it shall use reasonable care and skill in its provision of the Service to the Client under this Agreement.
5.3	The Client warrants and represents to scoutAsia that:
(a)	it shall ensure that the Users only use the Content in accordance with the terms of this Agreement;
(b)	it shall not (and shall ensure that the Users shall not) infringe any IPRs in the Content.
5.4	scoutAsia agrees to fully indemnify the Client against any damages (including reasonable legal costs) which may be awarded by a court of competent jurisdiction against the Client or may be agreed to be paid to any third party, in each case in respect of any claim that the Client’s use of the Content in accordance with the terms of this Agreement infringes the IPRs of or is defamatory of such third party (such claim, a “TPC”), provided that: 
(a)	the Client gives written notice to scoutAsia of such TPC immediately on becoming aware of it and does not at any time admit liability or otherwise attempt to settle or compromise such TPC without scoutAsia’s prior written consent; 
(b)	scoutAsia shall have sole conduct of the defence or compromise of any TPC and as between scoutAsia and the Client shall have the sole right to any costs and damages awarded as a result; and 
(c)	the Client acts in accordance with the reasonable instructions of scoutAsia and provides scoutAsia with such assistance as it shall reasonably require, at scoutAsia’s reasonable cost, in respect of the conduct of such defence or compromise. 
This indemnity shall be the Client’s sole and exclusive remedy in respect of a TPC or any breach by scoutAsia of the warranties provided by it in clause 5.2(a) or (b). 
5.5	Except as expressly set out in this Agreement and to the extent permissible by law, all warranties, conditions, representations, terms or undertakings, express or implied, statutory or otherwise are hereby excluded. 
5.6	scoutAsia shall not have any liability to the Client to the extent such liability arises from a breach of this Agreement by the Client or by a User.
5.7	Neither party shall have any liability to the other for: (a) any indirect, special, incidental or consequential loss or damage of any kind whatsoever; or (b) any loss of profits, loss of revenue, anticipated savings, loss of business or loss of data, arising directly or indirectly from this Agreement whether such damages were reasonably foreseeable or foreseen.
5.8	Excluding scoutAsia’s right to payment of Fees owing, the aggregate liability of either party arising out of or in connection with this Agreement (whether for breach of contract, negligence or otherwise) shall be limited to direct damages. Such damages shall not exceed twice the aggregate amount of the Fees paid or (if greater) payable by the Client to scoutAsia under this Agreement in the 12 months prior to when the claim arose.
5.9	Nothing in this Agreement shall operate to exclude or restrict either party’s liability for: (a) death or personal injury caused by its negligence; or (b) fraud or fraudulent misrepresentation; or (c) any claim under an indemnity contained in this Agreement; or (d) any misuse of scoutAsia’s IPRs by the Client or the Users (including any use of the Content outside the scope of this Agreement); or (e) any liability which cannot be limited or excluded by law.

6	PAYMENT
6.1	The Client shall pay the Fees as set out in the Term Sheet. scoutAsia requires payment within 30 days of the date of scoutAsia’s Invoice.
6.2	The Fee and all other charges are exclusive of value added tax (VAT) or any other sales or similar taxes which are or may be applicable. The Fee shall be paid to scoutAsia in full without deduction of any taxes, withholding taxes, charges and other applicable duties which may be imposed. If the Client is required by law to make a set-off, deduction or withholding then it shall pay such additional amount to ensure that the net amount received by scoutAsia is equal to the amount scoutAsia would have been entitled to receive under this Agreement in the absence of any requirement to make such set-off, deduction or withholding. Client shall provide scoutAsia with a valid tax certificate evidencing such amount withheld within 30 days of such set-off, deduction or withholding. Client is solely responsible for complying with any reverse charge or similar tax requirements relating to the Service.
6.3	For Clients based in Japan only: Without limitation to clause 6.2, if Client is established in Japan then Client acknowledges that the Service constitutes “provision of electronic services” for the purposes of the Japanese consumption tax reverse charge provisions. Client is solely responsible for paying any consumption tax reverse charge that may be due in respect of the Service. 

7	TERMINATION
7.1	This Agreement shall commence on the date both parties have signed the Term Sheet and, subject to the terms of this Agreement, shall continue until expiry of the Term when it shall automatically terminate.
7.2	Either party may terminate this Agreement on immediate written notice if: 
(a)	the other party is in material or persistent breach of this Agreement and, in the case of a breach capable of remedy, has not remedied the breach within 14 days of being notified of it; or 
(b)	the other party ceases to carry on its business or has a liquidator, receiver or administrative receiver appointed to it or over any part of its undertaking or assets or passes a resolution for its winding up or a court of competent jurisdiction makes an administration order or liquidation order or similar order, or enters into any voluntary arrangement with its creditors, or is unable to pay its debts as they fall due or any similar event occurs in any jurisdiction.
7.3	scoutAsia may terminate this Agreement at any time immediately on written notice if Client (or any of its shareholders or directors) become subject to any Sanction, or continuation of the Agreement would (in the reasonable opinion of scoutAsia) expose scoutAsia or any of its affiliated companies to any Sanction. “Sanction” means any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom, Hong Kong or United States of America.
7.4	If applicable, the Client may terminate this Agreement immediately in writing to scoutAsia if the Service is unavailable or inaccessible to all Users for either (a) more than 3 consecutive days; or (b) more than 5 days in a 30-day period, due to the fault or failure of scoutAsia. On such termination scoutAsia shall provide the Client with a pro rata refund of any Fee paid in advance that relates to the unexpired period of the Agreement.
7.5	Within thirty (30) days of the termination or expiry of this Agreement the Client shall delete or destroy, in accordance with the directions of scoutAsia, all materials relating to the Content in the Client’s possession or control, whether held electronically or otherwise.
7.6	Any termination of this Agreement is without prejudice to any other rights or remedies a party may be entitled to under this Agreement or at law and shall not affect any accrued rights or liabilities of either party. Termination of this Agreement shall not relieve the Client of its obligation to pay scoutAsia any outstanding Fee.
7.7	In any circumstances where scoutAsia is entitled to issue a notification of breach for the purposes of clause 7.2(a) or terminate this Agreement, including occasions when the Client fails to pay outstanding Fee due or fails to observe the agreed User levels, it may elect by written notice to suspend its provision of the Service or any rights that it has granted in the Agreement to the Client. The suspension shall not affect Client’s payment obligations. Any suspension shall continue until scoutAsia is satisfied that the breach is remedied or until scoutAsia elects to exercise its right to terminate the Agreement.

8	CONFIDENTIALITY
8.1	Each of the parties undertakes to keep confidential all information (written or oral) concerning the business and affairs of the other that it will have obtained or received as a result of the discussion leading up to the entering into, or in the course of the performance of, this Agreement (“Confidential Information”) save that which is 
(a)	trivial or obvious; 
(b)	already in its possession other than as a result of a breach of this clause; 
(c)	in the public domain other than as a result of a breach of this clause; or
(d)	required by a government body, a court of competent jurisdiction, or otherwise by law to be disclosed, provided that the disclosing party shall use all reasonable endeavours and act in good faith to consult with the other party wherever practicable before disclosing such information. 
8.2	Each party agrees not to make any announcement regarding this Agreement or the activities associated with it without the prior written consent of the other save for any announcement made by the Client to the Users.

9	FORCE MAJEURE
Neither party shall be liable for any failure to perform its obligations under this Agreement if such performance is hindered or prevented by any matter beyond the reasonable control of the party whose performance is hindered or prevented (including without limitation by reason of any failure, interruption, or degradation of any third party telecommunications network or system or hardware or the Internet or any part of it) (a “Force Majeure Event”). If a Force Majeure Event continues for more than one month then either party may immediately terminate this Agreement on written notice to the other (provided that the Force Majeure Event is still continuing on the date of that notice).

10	GENERAL
10.1	No provision of this Agreement (including to the terms) may be amended, modified, discharged or terminated other than by the express written agreement of the parties.
10.2	No failure or delay by either party to exercise any right or remedy under this Agreement or by law will constitute a waiver of that or any other right or remedy. Nor will it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will preclude or restrict the further exercise of that or any other right or remedy.
10.3	This Agreement may be signed in counterparts and all signed copies of this Agreement shall be deemed to be originals of this Agreement. Copies signed by counterparts and sent by email (attaching a scanned copy of the signed hard copy) shall be deemed to be original copies.
10.4	Any notice, consent or other communication required under this Agreement shall be made in writing and will be delivered by hand, recorded delivery or courier to the other party and will be deemed to have been received, if delivered by hand, at the time and date of delivery; and if sent by recorded delivery or courier, upon the date of receipt (as evidenced by signature). Any such communication made by scoutAsia shall be sent to the address of the Client shown on the Term Sheet. Any such communication made by the Client shall be sent to Nikkei FT Scout Asia Limited, 18/F Nan Fung Tower, 88 Connaught Road Central, Hong Kong. 
10.5	This Agreement constitutes the whole agreement between the parties and supersedes all previous agreements relating to the subject matter. Each party acknowledges that, in entering into this Agreement, it has not relied on, and will have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement. Nothing in this clause will limit or exclude any liability for fraud.
10.6	If a provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other terms of this Agreement will not be affected. If a provision of this Agreement (or part of any provision) is found to be illegal, invalid or unenforceable, the provision will apply with the minimum modification necessary to make it legal, valid and enforceable.
10.7	This Agreement may not be assigned, licensed, sub-licensed or otherwise transferred without the prior written consent of scoutAsia.
10.8	Except as otherwise expressly set out in this Agreement, anyone who is not a direct party to this Agreement will not have any rights to enforce its terms. 
10.9	The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person. 
10.10	Client acknowledges that if it does not execute and return this Agreement to scoutAsia (whether electronically or otherwise) no less than 10 working days prior to the Service Start Date, this may cause delay in the commencement of elements of the services to be provided by scoutAsia under this Agreement.

11	GOVERNING LAW AND JURISDICTION 
11.1	All contractual and non-contractual claims arising from or in connection with this Agreement shall be governed by and construed in accordance with the laws of Hong Kong. 
11.2	The parties submit to the exclusive jurisdiction of the Hong Kong courts, provided that for the exclusive benefit of scoutAsia, scoutAsia retains the right to bring proceedings against the Client in the applicable courts of the Client’s place of business.