Last updated: 1 March 2023
AlphaSights Limited is a company registered in England and Wales under company number 06534480, with its registered office at Thames Court 3rd Floor, 1 Queenhithe, London, United Kingdom, EC4V 3DX and with VAT number GB 313737708 (“AlphaSights”).
AlphaSights provides Clients with access to the Platform via the URL: https://portal.alphasights.com/sign-in. As a Client User, You may access and use the Platform on behalf of Your Employer in accordance with these AlphaSights Platform Terms (the “Terms”) and any other terms in place between Your Employer and AlphaSights, including any Access Agreement and its schedules. Unless otherwise defined, terms used in these Terms shall have the meaning given in the Access Agreement and its schedules.
These Terms describe how You may access and use the Platform. You agree that by logging in, accessing or using any part of the Platform, You are confirming that You accept to be bound by these Terms. If you do not agree with these Terms, You must not access or use the Platform.
Please read these Terms carefully before accessing and using the Platform.
In these Terms, in addition to those defined above, the following terms shall have the following meanings:
“Access Agreement” means any agreement (including an access plan, schedules to an access plan or a renewal confirmation) entered into between AlphaSights and Your Employer, as supplemented or amended in writing;
“Account” has the meaning given to it in Clause 2.1;
“AlphaSights Data” means all proprietary information gathered, created, produced, compiled, displayed, or owned by AlphaSights and its affiliates, including profiles of Experts, usage reports or reporting materials, but not any Expert Engagement Record, accessible on the Platform or otherwise provided to You.
“AlphaSights IP” means all Intellectual Property Rights owned or created by AlphaSights, including all Intellectual Property Rights subsisting in AlphaSights Data and the Platform;
“Applicable Law” means in respect of either Party, all laws, statutes, regulations, directions, guidelines and codes of conduct of any governmental or other regulatory body of competent jurisdiction and any orders of any court or other tribunal of competent jurisdiction which are applicable to the performance by that Party of its rights and/or obligations under these Terms;
“Compliance User” means an individual who is given access to the Platform for the purposes of performing a compliance function, including but not limited to reviewing profile information, Expert Engagement Records or information about Transactions.
“Confidential Information” means all information in any medium or format (written, oral, visual or electronic), that relates to AlphaSights, or to its employees, officers, customers or suppliers, and that is directly or indirectly disclosed by AlphaSights to You in the course of Your dealings relating to these Terms, whether before or after the date of these Terms;
“Expert” means an individual natural person whose profile, Expert Engagement Record, Personal Data or other information has been made available by AlphaSights to You and/or Your Employer (or the business on whose behalf you are acting);
“Expert Engagement Record” means transcripts of engagements with Expert(s) completed on or through the Platform, and any other output, including, but not limited to, work product, survey responses, industry overviews, reports, company primers, interaction summaries and synthesised insights, solicited from, submitted by or derived from Expert(s) or engagements with Expert(s).
“Inside Information” means any information constituting inside information for the purposes of the UK Financial Services and Markets Act 2000, the UK Criminal Justice Act 1993 and/or any information constituting material non-public information under the US Securities Exchange Act of 1934 or any similar or equivalent applicable legislation or laws in any jurisdiction inside or outside the United States and the United Kingdom;
“Intellectual Property Rights” means (a) any patent, rights to inventions, designs, copyright and related rights, moral rights, database right, trademark, service mark, trade name, the right to sue for passing off or unfair competition; (b) proprietary rights in domain names; (c) rights to use, and protect the confidentiality of, trade secrets, know-hows, and confidential information; (d) applications, and rights to apply for and be granted registrations including extensions and renewals of such rights; and (e) all other intellectual property rights of a similar nature or having an equivalent effect under the laws of any jurisdiction, in each case whether registered, registrable, unregistered, statutory, common law or otherwise;
“Party” means each of You and AlphaSights, and “Parties” shall be construed accordingly;
“Personal Data” means any personally identifiable information belonging to an identifiable natural person, including but not limited to, an identifier such as a name, an identification number, location data, an online identifier or factors specific to the physical, economic, cultural or social identity of that natural person and for the avoidance of doubt includes the term personal data as defined in the European Union Regulation (EU) 2016/679;
“Platform” means the online platform and its domains, incorporating proprietary technology, database and functionality owned, developed, maintained and/or operated by AlphaSights, on or through which Experts can be requested or engaged, and Expert Engagement Records and AlphaSights Data are accessible.
“User IP” means all Intellectual Property Rights belonging to or controlled by You that are developed, created, obtained, or acquired independently of these Terms. For the avoidance of doubt, User IP does not include any Intellectual Property Rights in Expert Engagement Records;
“You” means you, the person accessing or using the Platform for purposes relating to your trade, business, craft or profession, or on behalf of Your Employer and “Your” shall be construed accordingly; and
“Your Employer” means the AlphaSights Client by whom you are employed or on whose behalf you are acting.
2.1 You will need to register an account with AlphaSights in order to access and use the Platform (the “Account”). You will be asked to provide certain information (such as Your email address) and to create a password, as part of AlphaSights’ security procedures. Your application to register an Account is an offer to AlphaSights, which AlphaSights accepts by sending You an email confirmation.
2.2 You must treat Your password as confidential and You must not disclose Your password or login details to any third party, including other employees or representatives of Your Employer. You must access the Platform only through Your Account and not via any other means, including any account belonging to a third party.
2.3 AlphaSights has the right to disable Your Account and/or password, at any time, if in its reasonable opinion You or Your Employer have failed to comply with any of the provisions of these Terms or any Access Agreement.
2.4 You are responsible and liable for any unauthorised use of Your Account login details.
3.1 Your use of the Platform, and access to any Expert Engagement Record, AlphaSights Data and engagements with Experts via the Platform, will be governed by, and subject to, the Access Agreement applicable to Your Employer. In particular (and without limitation) this means that:
3.1.1 AlphaSights may terminate these Terms and Your access to the Platform in accordance with the terms of the Access Agreement; and/or
3.1.2 AlphaSights may terminate these Terms and Your access to the Platform in the event You use the Platform in any way that is contrary to the terms of the Access Agreement.
3.2 AlphaSights shall endeavour to provide constant, uninterrupted access to the Platform, however:
3.2.1 access to the Platform may not be uninterrupted, timely, secure or error-free; and
3.2.2 from time to time, AlphaSights may need to suspend access to the Platform to carry out upgrade and/or maintenance work.
3.3 In accessing and using the Platform, You warrant and undertake that:
3.3.1 You will not solicit or attempt to solicit from any Expert any:
(i) financial, accountancy, investment, legal, medical or other professional advice;
(ii) proprietary or confidential information or any information which could reasonably be regarded as such;
(iii) Inside Information; or
(iv) trade or professional secrets;
3.3.2 You will not disclose Inside Information to AlphaSights or any Expert, and in the event You come into possession of any Inside Information, you will act in accordance with Applicable Law as a possessor of such information;
3.3.3 You will not disclose any information which would identify any Expert to any third party, or attribute any Expert Engagement Record to any Expert or AlphaSights, without the prior written consent of each of AlphaSights and the relevant Expert;
3.3.4 Unless agreed otherwise, You will not communicate with any Expert in any way, other than through AlphaSights or during a Transaction completed on or through the Platform;
3.3.5 You will not submit any instructions or input, upload, post or transmit any materials to or through the Platform that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of privacy, hateful, or racially, religiously, ethnically or otherwise objectionable, and
3.6 You have the right and authority to access the Platform on behalf of Your Employer and to incur Fees under the Access Agreement on behalf of Your Employer.
3.4 In accessing and using the Platform, You acknowledge and agree that:
3.4.1 AlphaSights does not, and will not, provide any representation, guarantee, warranty or undertaking, or accept any responsibility or liability whatsoever in respect of any Expert Engagement Record or AlphaSights Data, including but not limited to the accuracy, completeness, legality, non-infringement of third-party Intellectual Property Rights, reliability or predictive value of such materials; and
3.4.2 the Platform and any materials made accessible on or through the Platform are not, and do not purport to be, investment, financial or legal advice or any recommendation from AlphaSights or any Expert as to how to proceed with any business decisions by You or Your Employer and, in particular, is not intended to be, and should not be construed as, a recommendation or advice as regards any business or investment decision, an offer to sell, a solicitation of an offer to buy, or an endorsement or recommendation of any particular financial instrument.
3.5 AlphaSights does not represent that the Platform or any content and materials made accessible on or through the Platform is appropriate for use in any particular location or for any or all purposes. You are choosing to access the Platform on Your own initiative and are responsible for complying with all Applicable Law.
4.1 Unless otherwise agreed in writing between AlphaSights and Your Employer, You agree that AlphaSights Data and Expert Engagement Records may only be used in the evaluation of and context of the Scope of a Transaction and in accordance with these Terms and the terms of the Access Agreement.
4.2 If you are a Compliance User, You agree that information provided to You on the Platform may only be used for compliance purposes. You agree that You will not use or share any information provided to You on the Platform for any other purposes, including for any internal or external projects. You will not share such information with any individual, including employees or representatives of Your Employer, who is not also a Compliance User, except where necessary for compliance purposes.
4.3 You agree that You will not, and will not permit anyone to:
4.3.1 download, store, record, copy, reproduce, republish, transmit, transfer, display, distribute, take screen shots of or otherwise share any portion of AlphaSights Data, any Expert Engagement Records, any Personal Data made available to you on the Platform and/or the Platform itself, except in order to evaluate or complete a Transaction;
4.3.2 access or use or attempt to access or use the Platform by any automated means or otherwise (including any deep-link, scraper, robot, bot, spider, data mining, computer code or any other device, program, tool, algorithm, process or methodology or process having similar functionality) for the purposes of scraping, extracting, harvesting or otherwise obtaining any AlphaSights Data, Personal Data or Expert Engagement Records from the Platform, or to access, acquire, copy or monitor any part of the Platform;
4.3.3 collect or harvest any AlphaSights Data, Personal Data or Expert Engagement Record made available to You on the Platform or any of AlphaSights’ systems or attempt to decipher any transmission to or from the servers running the Platform;
4.3.4 make alterations to, or modifications of, the whole or any part of the Platform, or permit the Platform or any part of it to be combined with, or become incorporated in, any other programs;
4.3.5 decompile, disassemble, decrypt or reverse engineer any portion of the Platform;
4.3.6 use the Platform in conjunction with any machine learning, neural network, deep learning, predictive analytics or other artificial intelligence computer or software program;
4.3.7 violate the security of the Platform or attempt to gain or facilitate unauthorised access to the Platform or AlphaSights’ computer systems or networks connected to any server associated with AlphaSights, through hacking, password mining, social engineering or any other means;
4.3.8 use any part of the Platform in a manner that infringes or violates the Intellectual Property Rights or other proprietary rights of AlphaSights and its affiliates or any third party, including rights of privacy and publicity;
4.3.9 interfere with, attempt to interfere with or otherwise disrupt the proper working of the Platform, AlphaSights’ systems or the servers running the Platform;
4.3.10 access or attempt to access any section of the Platform or any information (including AlphaSights Data, Personal Data or Expert Engagement Records) on the Platform which has not been made available to You and Your Employer by AlphaSights;
4.3.11 embed, frame, cache, mirror or link any part of the Platform (including any content and materials made accessible on or through the Platform) on Your, Your Employer’s or any third party’s website or electronic platforms whether internal or external; or
4.3.12 directly or indirectly sell, lease, disclose, otherwise share, distribute, commercially exploit or transfer any AlphaSights Data, Personal Data made available to You on the Platform or Expert Engagement Records.
4.4 You agree to determine whether to (i) request the scheduling of engagements with Experts; or (ii) access Expert Engagement Records, and in both instances on the basis that such information will only be used by You or Your Employer to evaluate Experts and Expert Engagement Records for such purposes. You will not retain any of the information in the profile unless You or Your Employer complete an engagement with the relevant Expert. Upon completion of an Expert engagement, You and Your Employer may retain the Expert’s legal name, current company and position, and date and scope of the engagement for compliance purposes only. Subject to the above, You may not download, store, record, copy, reproduce, republish, transmit, transfer, display, distribute take screen shots of or otherwise share any portion of any profile.
4.5 You acknowledge that you have no right to have access to the Platform in source-code form.
5.1 AlphaSights is the owner or licensee of all AlphaSights IP and all Intellectual Property Rights in AlphaSights IP. For the avoidance of doubt, AlphaSights IP shall not include any User IP.
5.2 AlphaSights grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free licence to use AlphaSights IP for the sole purpose of accessing and using the Platform in accordance with these Terms and the terms of any Access Agreement.
5.3 You hereby grant AlphaSights a non-exclusive, sub-licensable, royalty-free, worldwide licence to copy, edit, distribute, host, display or otherwise use as AlphaSights sees fit the User IP for the purposes of operating, maintaining, and/or promoting the Platform and/or other products from AlphaSights.
5.4 AlphaSights acknowledges and agrees that all Intellectual Property Rights in the User IP shall remain vested at all times in You.
5.5 You may not share AlphaSights IP or AlphaSights Data with any third party without AlphaSights’ prior written consent.
5.6 You acknowledge and agree that You will not acquire any type of right or ownership in relation to AlphaSights IP other than the licence granted under Clause 5.2 or as set out in the Access Agreement and its schedules.
5.7 In the event that You become aware of any third party accessing, processing, downloading, copying or storing of any AlphaSights IP, You will immediately notify and cooperate with AlphaSights to enable AlphaSights to take appropriate action.
5.8 You acknowledge that the infringement of AlphaSights’ Intellectual Property Rights, including of AlphaSights IP, could cause irreparable harm to AlphaSights. Accordingly, You agree that AlphaSights has the right to seek an immediate injunction, without bond or other security, against any breach or threatened breach of this clause 5 as well as the right to pursue any and all other rights and remedies available at law or in equity for such breach or threatened breach.
5.9 The Platform may from time to time contain links to third party websites. You are responsible for deciding whether to access a third party website and Your use of third party websites will be governed by the terms, if any, of that third party website. AlphaSights has no responsibility, direct or indirect, for any aspect of third party websites, including but not limited to any content, goods or services provided by such third party websites. The provision of links to any third party websites is not an endorsement by AlphaSights of such websites.
6.1 Except as expressly set out in these Terms, all conditions, warranties, stipulations and other statements whatsoever that would otherwise be implied or imposed by statute, at common law or otherwise howsoever are excluded to the fullest extent permitted by law.
6.2 Nothing in these Terms excludes or limits either Party’s liability for:
6.2.1 death or personal injury caused by its negligence;
6.2.2 fraud or fraudulent misrepresentation; and
6.2.3 any matter in respect of which it would be unlawful for that Party to exclude or restrict its liability.
6.3 Subject to clause 6.2 above, in no event shall AlphaSights be liable to You for any loss of profits, loss of revenue, loss of earnings, loss of contracts, failure to realise anticipated savings or for any indirect, special or consequential loss, whether arising from negligence, breach of contract or otherwise.
6.4 AlphaSights’ total liability to You for any loss or damage arising out of or in connection with these Terms, whether in contract, tort (including negligence) or otherwise shall be limited to £100.
7.1 These Terms and Your access to the Platform shall continue until terminated in accordance with this Clause 7.
7.2 AlphaSights may immediately terminate or suspend these Terms and Your access to the Platform at any time. By way of example only, and without limitation, we may terminate or suspend these Terms and Your access to the Platform at any time if:
7.2.1 the Access Agreement applicable to Your Employer terminates or expires or AlphaSights is otherwise entitled under the Access Agreement to terminate these Terms and Your access to the Platform;
7.2.2 You breach any of these Terms;
7.2.3 Your Employer breaches any of the terms of the Access Agreement and its schedules; or
7.2.4 AlphaSights reasonably believes that You or Your Employer are in any way committing fraudulent and/or illegal activity in the use of the Platform.
7.3 AlphaSights may also suspend or terminate Your access to the Platform at any time with immediate effect if AlphaSights cannot provide access to the Platform to You due to technical or operational reasons outside of AlphaSights’ control.
7.4 On termination of these Terms for any reason:
7.4.1 Your access to the Platform will be revoked; and
7.4.2 the licence granted in Clause 5.2 will cease.
7.5 If Your Account or access to the Platform is suspended or terminated for any reason, You agree that You will not create a new Account or attempt to access the Platform by any other means.
7.6 You must inform us immediately if You cease to be employed by or no longer have the authority to act on behalf of Your Employer. You agree that You will not access Your Account or the Platform once Your employment or authority has ceased, and that any continued use of Your Account or the Platform in such circumstances will be a breach of these Terms.
AlphaSights may make changes to these Terms from time to time. If AlphaSights makes material changes to these Terms, You will be notified of the updated Terms when You next login to Your Account. Any updated Terms will apply to each use of the Platform by You from on the point at which they are published (and Your use of the Platform from that point shall be deemed as acceptance by You of the updated Terms). If You do not agree to such changes, do not login to Your Account, notify AlphaSights accordingly and AlphaSights will terminate these Terms and Your access to the Platform.
9.1 You agree to keep all Confidential Information confidential at all times and shall not use or disclose such Confidential Information except that You may:
9.1.1 use (but not share) Confidential Information strictly as required to perform Your obligations under these Terms;
9.1.2 disclose Confidential Information under conditions of confidentiality to Your Employer and its Affiliates’ representatives;
9.1.3 disclose Confidential Information to Your or Your Employer’s professional advisors in the context of an engagement subject to appropriate professional duties of confidentiality and conduct; or
9.1.4 with the prior written consent of AlphaSights,
provided that in all cases You inform the recipient of the confidential nature of the Confidential Information before disclosing the same to it and You are, at all times, responsible for the recipient’s compliance with the confidentially obligations set out in these Terms.
9.2 The provisions of Clause 9.1 shall not apply to Confidential Information which:
9.2.1 is or becomes available to You, other than pursuant to these Terms or any Access Agreement and free of any restrictions as to its use or disclosure;
9.2.2 is or becomes generally available to the public otherwise than as a direct or indirect result of disclosure by You, Your Employer or Your Employer’s Affiliates;
9.2.3 is independently developed by You or Your Employer; or
9.2.4 You are required to disclose by law or by the rules of any governmental or other regulatory body including any applicable stock exchange or by a court or other authority of competent jurisdiction provided that, to the extent You are legally permitted to do so, You give AlphaSights as much notice of this disclosure as possible and take into account the reasonable requests of AlphaSights in relation to the content of this disclosure.
10.2 AlphaSights shall not be in breach of these Terms if performance of any of AlphaSights’ obligations under these Terms is prevented in full or in part or delayed by Force Majeure Event.
10.3 To the extent that You are accessing the Platform on behalf of Your Employer, any of the obligations within these Terms which are relevant to Your Employer shall apply to Your Employer accordingly.
10.4 These Terms and any Access Agreement (together with its schedules) constitute the entire agreement between the Parties in relation to the subject matter herein. These Terms replace and extinguish all prior agreements, draft agreements, arrangements, collateral warranties, collateral contracts, statements, assurances, representations and undertakings of any nature made by or on behalf of the Parties, whether oral or written, in relation to that subject matter (except for any Access Agreement and its schedules). The Parties acknowledge that in entering into these Terms neither have relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the other Party in relation to the subject-matter of these Terms at any time before entering into these Terms (together “Pre- Contractual Statements”), other than those that are set out in these Terms and any Access Agreement and its schedules. Each Party hereby waives all rights and remedies which might otherwise be available to that Party in relation to such Pre-Contractual Statements, provided that nothing in this Clause 10.4 shall exclude or restrict the liability of either Party arising out of its pre- contract fraudulent misrepresentation or fraudulent concealment.
10.5 If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of these Terms and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The Parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision. Further and in particular the Parties acknowledge and agree that any Clause that imposes a restriction on either Party shall constitute an entirely separate and independent restriction and that the duration, extent and application of each restriction are no greater than is reasonable and necessary for the protection of the interests of the Parties but that, if any such restriction is adjudged by any court or authority of competent jurisdiction to be void or unenforceable but such restriction would be valid if part of the wording thereof were to be deleted and/or the period thereof were to be reduced and/or the area dealt with thereby were to be reduced, the said restriction shall apply within the jurisdiction of that court or competent authority with such modifications as are necessary to make it valid and effective.
10.6 Each of the provisions and part-provisions of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining provision, or part-provision as applicable, will remain in full force and effect.
10.7 If AlphaSights fails to insist that You perform any of Your obligations under these Terms, or if AlphaSights does not enforce its rights against You, or if AlphaSights delays in doing so, that will not mean that AlphaSights has waived its rights against You and will not mean that You do not have to comply with those obligations. If AlphaSights does waive a default by You, it will only do so in writing, and that will not mean that AlphaSights will automatically waive any later default by You.
10.8 Notwithstanding any other provision of these Terms, none of the Clauses shall be relied upon or enforceable under the Contracts (Rights of Third parties) Act 1999 by any third party who is not a party to these Terms.
10.9 You may not assign, transfer or sub-licence any of Your rights or obligations under these Terms, without our prior written consent.
10.10 These Terms shall be governed by the laws of England and Wales and the Parties agree that any dispute (contractual or non-contractual) arising out of or in connection with these Terms including any question regarding their existence, validity or termination shall be submitted to the exclusive jurisdiction of the courts of England and Wales.
Should You have any reasons for a complaint, AlphaSights will endeavour to resolve the issue and avoid any re-occurrence in the future. You can always contact AlphaSights by clicking here or by using the following details:
Address: Thames Court, 1 Queenhithe, London, EC4V 3DX, United Kingdom
Email address: firstname.lastname@example.org
Telephone number: +44 20 7399 9750