Master Subscription Agreement

1. Introduction

This Master Subscription Agreement ("Agreement") is made between Demeter Publishing Limited ("Demeter", "we", "us" or "our"), a company incorporated in England and Wales (Company Number 15638783), with its registered office at 71-75 Shelton Street, London WC2H 9JQ, and the customer entity identified in the applicable Order Form ("Customer", "you", or "your").

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This Agreement governs Customer's access to and use of the Demeter platform and services. 

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2. Access and Use

2.1. Grant of Rights: Subject to payment of applicable fees, Demeter grants Customer a non-exclusive, non-transferable (except as permitted in Section 10.3) right to access and use the Demeter platform and tools for its internal business purposes, for up to the number of authorised users specified in the applicable Order Form.

2.2 Customer Data: Customer may upload, create, and edit content within the platform. Customer remains responsible for its data and for ensuring it has necessary rights to input such data. Customer must not upload or process within the platform any personal data (as defined under applicable data protection laws), except for basic user account information such as names and email addresses required to access the platform.

2.3 Data Confidentiality and Use: Demeter acknowledges that all data uploaded to or created by Customer within the platform (“Customer Data”) remains the property of Customer. Demeter agrees not to access, use, disclose, or share Customer Data except as required to provide the services under this Agreement or as otherwise authorised in writing by Customer. Specifically, Demeter will not use Customer Data to develop derivative products or services for its own benefit or for third parties and Demeter will not disclose Customer Data to any third party, except to sub-processors engaged under written confidentiality obligations solely for the purpose of providing the platform and services. Notwithstanding the foregoing, Demeter may collect and use aggregated, anonymised usage data and metadata related to Customer’s use of the platform (excluding the substance of Customer Data) for internal analytics, product improvement, or other business purposes, provided such data cannot reasonably be used to identify Customer or any individual.

2.4 Modifications. We may modify, add, or remove features at our discretion, provided that such changes will not materially reduce the scope of functionality for which Customer has paid.

 

3. Payment Terms

3.1. Fees: Fees are payable monthly in advance. Invoices are due within seven (7) days of issuance. Payment obligations are non-cancellable and fees are non-refundable, except as expressly provided.

3.2. Minimum Commitment: Customers may be subject to a minimum subscription term as specified in the Order Form, even if payments are made monthly.

3.3. Renewal and Price Changes: Subscriptions auto-renew monthly unless either party provides thirty (30) days' written notice of non-renewal. Demeter may adjust fees for subsequent periods with thirty (30) days' advance notice.

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4. Support

We endeavour to respond to support requests as quickly as possible but do not guarantee specific response times. 

 

5. Intellectual Property

All rights, title, and interest in and to the platform, tools, and any associated intellectual property remain with Demeter and its licensors. Customer may not reverse-engineer, decompile, or create derivative works based on the platform.

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6. Restrictions

Customer may not use the platform to develop competing products or services. Except as permitted in Section 10.3, Customer may not transfer, sublicense, or assign its rights under this Agreement.

 

7. Publicity

Demeter may publicly identify Customer as a client and use Customer's name and logo in marketing materials. We will use reasonable efforts to obtain prior consent where practical.

 

8. Warranties and Disclaimers

The platform and services are provided "as is" without warranty of any kind. We disclaim all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

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9. Limitation of Liability

Demeter's total liability under this Agreement is limited to the fees paid by Customer in the twelve (12) months preceding the claim. We are not liable for indirect, consequential, special, incidental, or punitive damages, including loss of profits, revenues, or data.

 

10. Termination

10.1. Termination for Cause: Either party may terminate this Agreement for material breach if the breach is not cured within fourteen (14) days after written notice (except breaches involving abuse, which may result in immediate termination without cure period).

10.2. Effects of Termination: Upon termination, Customer must cease all access and use of the platform.

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11. General

11.1. Governing Law: This Agreement is governed by the laws of England and Wales. The courts of England have exclusive jurisdiction.

11.2. Entire Agreement: This Agreement, together with any Order Form(s) and referenced documents, constitutes the entire agreement between the parties.

11.3. Assignment: Customer may assign this Agreement to an affiliate under common control without Demeter's consent; otherwise, assignment requires prior written consent.

11.4. Notices: Notices must be sent by email to the designated contacts in the Order Form.

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For any questions, concerns, or clarifications regarding these Terms, please contact Demeter at info@demeterdata.ag.

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Last modified: 22nd July 2025