About your Agreement
Order of Precedence - In case of an inconsistency between the Terms of Service and the General Terms, the relevant Terms of Service shall prevail unless stated to be explicitly subject to the General Terms.
CAPITLISED TERMS
Affiliate means, in relation to an entity, any person or entity Controlling, Controlled by or under common Control with such entity;
Applicable Anti Bribery Law means any bribery, fraud, kickback or other similar anti-corruption law or regulation of any relevant country, including the Bribery Act and the US Foreign Corrupt Practices Act of 1977;
Barclays Confidential Information means the following that Barclays provides to the Resident and the Resident Personnel from time to time in connection with your Agreement:
- information, materials, software code, models, know-how and/or technology owned or created by or for Barclays; and/or
- proprietary information, materials, software code, models, know how and/or technology owned by a third party and provided by Barclays to the Resident and the Resident Personnel or used by Barclays in connection with your Agreement;
Barclays Group means Barclays and its Affiliates;
Barclays Marks means the trade marks (whether registered or not) of Barclays (or any member of the Barclays Group);
Control means the power, direct or indirect, to direct or cause the direction of the management and policies of such entity whether by contract, ownership of shares, membership of the board of directors, agreement or otherwise and, in any event and without limitation of the foregoing, any entity owning more than 50% of the voting securities of a second entity shall be deemed to control that second entity. The terms “Controlling” and “Controlled” shall have a corresponding meaning;
Data Protection Legislation means, any order, decree, statutory instrument or binding judgment of the court, related to the processing of Personal Data including but not limited to: (i) the EU Directive on Privacy and Electronic Communications 2002/58/EC (as may be modified or replaced from time to time),; (ii) the EU General Data Protection Regulation 2016/679 (the “GDPR”), the UK GDPR, European Commission decisions and regulatory guidance and all national implementing or supplementary legislation, (iii) all other applicable laws, regulations and regulatory guidance (including codes of conduct) relating to data protection and privacy;
Employment Related Claims means any and all claims made under or in connection with applicable employment law, whether statute (including without limitation the Equality Act 2010 and TUPE), tort, contract or otherwise, and all claims, costs and expenses reasonably incurred in relation to any such claims;
UK GDPR means the EU General Data Protection Regulation 2016/679, the Data Protection Act 2018 and The Privacy and Electronic Communications (EC Directive) Regulations 2003 (as may be modified or replaced from time to time), each as amended by Data Protection, Privacy and Electronic Communications (Amendments etc)(EU Exit) Regulations 2019 (as may be modified or replaced from time to time) and incorporated into UK law under the UK European Union (Withdrawal) Act 2018;
Industry Focus means an industry, sector or market that is nominated by Barclays as an area of specialisation of a certain Eagle Lab from time to time;
Intellectual Property Rights means patents (including any rights in or to inventions), trade marks, rights in get-up, rights in trade dress, service marks, logos, trade names and business names (including rights in or arising from goodwill), design rights, rights in or to internet domain names and website addresses, semi-conductor topography rights, copyright
(including future copyright and related rights), database rights, rights in and to confidential information (including know how, business methods, data and trade secrets) and all other intellectual property rights, in each case which may now or in the future subsist in any part of the world (whether registered or unregistered) and any pending applications or rights to apply for registrations of any of these rights that are capable of registration in any country or jurisdiction and similar or analogous rights to any of these rights in any jurisdiction;
Law(s) means any treaty, legislation, statute, directive, regulation, judgment, decision, decree, order, instrument, by-law, or any other law of, or having effect in, any jurisdiction;
Personal Data means any and all personal data in respect of which a party is a data controller and which will be Processed in connection with this Contract where “personal data”, “data processor” and “data controller” have the meanings given to them by the UK GDPR;
Process has the meaning given to that term by the UK GDPR and the terms “Processing” and “Processed” shall have corresponding meanings;
TUPE means the Transfer of Undertakings (Protection of Employment) Regulations 2006; and
VAT means value added tax.
HOW TO READ CERTAIN TERMS
- a person includes any individual, company, body corporate, corporation sole or aggregate, government, state or agency of a state, firm, partnership, joint venture, association, organisation or trust (in each case, whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists) and a reference to any of them shall include a reference to the others;
- the singular includes the plural and vice versa;
- any gender includes all genders;
- a party means a party to this Contract and includes successors and permitted assigns;
- a statutory provision includes reference to that statutory provision as from time to time amended, extended or re-enacted and any regulations made pursuant to it;
- the words “include”, “includes”, “including” and “included” shall be construed without limitation to the generality of the preceding words or to the words following;
- the word “writing” includes typewriting, printing, lithography, photography, telex, facsimile and the printed out version of a communication by electronic mail and other modes of representing or reproducing words in a legible and non-transitory form. It does not include words displayed on an electronic or visual display screen;
- a signature includes a signature printed or reproduced by mechanical, electronic or other means or any stamp or other distinctive marking made by or with the authority of the person required to sign the document to indicate it is approved by such person;
- an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to what most nearly approximates in that jurisdiction to the English legal term.
Authority – in accepting the Terms of Service, you have done so in your capacity as an authorised representative of the company or organisation which is listed as being the recipient of the relevant service.
Waiver - Delay in exercising, or failure to exercise, any right or remedy in connection with your Agreement shall not operate as a waiver of that right or remedy.
Severability - If any term of your Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other term of your Agreement or, the legality, validity or enforceability in other jurisdictions of that or any other provision of your Agreement.
Further assurances - Each party shall, at the request and cost and expense of the other party, sign all documents and do all other acts, which may be necessary to give full effect to your Agreement.
Governing Law - Your Agreement and any non-contractual obligations arising out of or in relation to your Agreement shall be governed by and will be interpreted in accordance with English law. All disputes arising out of or relating to your Agreement or any non-contractual obligations arising out of or relating to your Agreement shall be submitted to the exclusive jurisdiction of the courts of England & Wales.
Last updated: 01 November 2021