1. INTRODUCTION
1.1 Clustermarket Limited, with registered no. 09485659 and registered address at 34 Lime Street, London, England, EC3M 7AT (Clustermarket, we, us or our) owns and operates the websites (https://www.clustermarket.com/) (the Sites), and the Clustermarket online portal available on the Sites (https://app.clustermarket.com/) (the Portal) (the Sites and the Portal together being the Platform).
1.2 The Portal enables users and providers of scientific and technical resources, such as academic institutions, laboratory facilities, equipment and services, to schedule and manage equipment, report and analyse use of equipment and laboratories, undertaking asset monitoring and such other services as described on the Sites (SaaS Services or Services). It also allows users to connect and contract directly with other users who wish to make use of such resources for scientific or technological research, experiments and measurements through the online Marketplace (as defined below).
1.3 These terms and conditions (the Terms) are between Clustermarket and the organisation you represent or, where you do not designate an organisation in connection with a Subscription or sign up to use the Services as an individual, you individually (Customer, you or your). Your use of the Platform will be governed by the Terms and any other documents referred to in these Terms, including the Quote (where applicable), which will form a legal contract between you and us (the Contract). You acknowledge that you will be legally bound by these Terms and you agree that, where you sign up on behalf of an organisation, by signing up to use the Platform you have the relevant approval or authority to legally bind your organisation, if applicable. You and Clustermarket are each a Party to these Terms, and together are referred to as the Parties.
1.4 By browsing or using the Sites, accessing the Platform, and/or by registering for an account to use the Portal, you are agreeing to be legally bound by the Contract.
1.5 If you would like to contact us for any reason please do so by using the functionality on the Portal or by using the following details:
Address: 34 Lime Street, London, England, EC3M 7AT
Email: info@clustermarket.com
Phone: +447746405968 (billing enquiries only)
1.6 Your use of the Platform will be subject to the most recent version of the Terms available on the Platform.
1.7 We reserve the right to revise the Terms at any time, for example in the event that there are changes to relevant laws and regulatory requirements or changes to our business practices. If we revise these Terms we will:
1.7.1 post the revised Terms on the Platform and update the “Last Updated” date below; and
1.7.2 if you have purchased a Subscription (as defined below), we will email you and give you at least one month’s written notice of any changes to these Terms before they take effect. You may be required to accept the revised Terms in order to continue to access or use the Platform. If you do not accept the revised Terms, your Account will be terminated.
1.8 Capitalised terms used in this Terms have the meaning given to them within the relevant clause or as set out in Schedule 1.
1.9 These Terms were last updated on 31 July 2025.
2. REGISTRATION ON THE PLATFORM AND SUBSCRIPTION OPTIONS
User Profiles
2.1. To access and use the Platform, including the Portal, you will need to sign up to the Platform through the Sites and create a user profile by providing your name, email address, telephone number, the nature of your organisation where applicable if you are signing up on behalf of an organisation (i.e. whether you are from an academic institution or industry) and such other information as Clustermarket reasonably require from time to time (Individual User Profile). Once you have created a User Profile you can access certain features of the Platform free of charge, including the ability to create or join a laboratory (Laboratory) either via invitation from an organisation or by requesting access to a particular Laboratory. To access the SaaS Services you must register for an Individual User Profile or be granted access to a Laboratory and sign in using the single-sign-on process through your associated organisation (together referred to as a User or User Profile).
2.2. It is free for individual Users to create a User Profile and access the Platform and Services, although individual Users need access to an organisation’s account (either through a Laboratory or as an Authorised User in order to make bookings). Clustermarket reserves the right to suspend or terminate User access to the Platform or Services at any time, without notice.
Account Registration
2.3. Organisations are required to setup an administrator account which allows the organisation to manage its Laboratories and Subscription (Account). Where you create a Laboratory, an Account will also be created for you. In order to access other organisation’s Account or Laboratory’s Users must be invited and designated a particular role within that Laboratory as an authorised user (Authorised User) which gives the User certain access rights to the information available in that Laboratory.
2.4. To register for an Account, you must be a legal entity (for example a company, academic institution or a charity) or natural person in the science or technology sector. Clustermarket reserves the right to make registration subject to further conditions or requirements, for example meeting specific eligibility criteria or completing a verification process, and such conditions and requirements may be different if you are based outside the United Kingdom or European Union or if you are a public authority or a public body.
2.5. To register for an Account, you will be required to complete an Account registration form, which includes information about your organisation (as reasonably determined by Clustermarket from time to time). Where you are purchasing a Subscription on behalf of your organisation, the Account registration form should be completed by a duly authorised representative and, if requested by Clustermarket, proof of such authority to sign, and legally bind your organisation, must be provided without delay. You agree that you will provide accurate, current and complete information and that you will provide any further information reasonably required by Clustermarket as part of the Account registration process.
2.6. Clustermarket may reject any Account registration at its sole discretion and without giving reasons.
2.7. On acceptance of your Account registration, Clustermarket will setup your Account using the information provided.
2.8. If you purchase an Enterprise Subscription, you will gain access to features on the Platform that allow you to setup a hierarchy for all Accounts linked to your organisation, including things such as access controls for Authorised Users.
2.9. Your Account is not transferable. You agree not to share your Account password with any third party and to keep your Account details and Account password confidential and secure. You must notify us of any actual or suspected unauthorised use of your Account or if you have reason to believe your Account or Account password has been compromised in any way. You shall be liable for any unauthorised use of your Account.
Free Trial
2.10. When you register for an Account you will be given free access to the Platform for the Trial Period. After expiry of the Trial Period, your access to the Platform will automatically terminate, unless you have purchased a Subscription in accordance with these Terms.
2.11. You acknowledges and agree that the Trial Services are provided on an “as-is” basis and without any assurances, warranties or representations of any kind, express or implied, to the extent permitted by law.
2.12. You acknowledge and agree that the Trial Services provide you with limited access to features and functionality on the Platform and that users of a Subscription will benefit from additional features or functionality and Services, depending on the type of Subscription they have purchased. We may change the functionality or features of the Trial Services at any time without notice to you.
2.13. We reserve the right to terminate the Trial Services at any time without notice to you.
Purchasing a Subscription
Core Subscription
2.14. If you wish to purchase the Core Subscription, you can do so through the Portal during the Trial Period. The Core Subscription will provide you with access to the services described here.
2.15. If you do not subscribe to the Core Subscription during the Trial Period, your access to the Platform will automatically cease after expiry of the Trial Period.
Premium Subscriptions
2.16. Clustermarket provides two types of Premium Subscription: one designed for academic institutions (the Premium-Academic Subscription); and one designed for commercial organisations working in the scientific and research industry (the Premium-Industry Subscription).
2.17. If you wish to purchase a Premium-Academic Subscription, you can do so through the Portal at any time. The Premium-Academic Subscription will provide you with access to the services as more particularly described here.
2.18. If you wish to purchase a Premium-Industry Subscription, you will need to contact us by email or by using the link in the Portal. A member of our sales team will get in touch to discuss your Premium-Industry Subscription. Once you have confirmed your Subscription preferences, our sales representative will send you a Quote confirming your Premium-Industry Subscription and the associated fees. If you wish to accept and purchase the Premium-Industry Subscription, you must follow the link in the email to confirm your order.
Enterprise Subscription
2.19. If you wish to purchase an Enterprise Subscription, you will need to contact us by using the instructions and link in the Portal. A member of our sales team will get in touch to discuss your Enterprise Subscription. Once you have confirmed the Enterprise Subscription package that you would like to purchase, our sales representative will send you a Quote confirming your Enterprise Subscription and the associated fees. If you wish to accept and purchase the Enterprise Subscription, you must follow the link in the email to confirm your order.
2.20. Unless otherwise stated in the Quote, the Quote is subject to these Terms. By accepting the Quote, you are agreeing to be bound to these Terms.
3. AUTHORISED USERS
3.1. If you subscribe to a Premium Subscription or an Enterprise Subscription, you will be required to specify the number of Authorised Users you would like to grant access to your organisation’s Laboratory.
3.2. You will be required to pay for at least the Minimum Number of Authorised Users. The number of Authorised Users over and above the Minimum Number of Authorised Users that you invite to access your Laboratory will be used to calculate the Subscription Fees payable.
3.3. You will have the ability to purchase additional Authorised Users after the start of your Subscription, by providing such Authorised Users access to your Account. Clustermarket shall monitor the number of Authorised Users with access rights to your Account and invoice in respect of any additional Authorised Users in accordance with clause 3.4 below.
3.4. Where the number of Authorised Users you invite to your Laboratory increases during the Initial Service Term or any subsequent Renewal Term, you will be charged for the additional Authorised Users and Clustermarket shall invoice you at expiry of the then-current term, and be required to pay such additional fees within 30 day of the renewal date. You will be required to pay a pro-rated annual fee for such additional Authorised Users, calculated on a pro-rata basis from when such Authorised Users begin using the Platform or Services.
3.5. If the number of Authorised Users decreases during the Initial Service Term or any subsequent Renewal Term, you shall not be entitled to a pro-rated refund of the Subscription Fees in respect of the use by or number of Authorised Users.
4. SCOPE OF THE PLATFORM
4.1. Clustermarket shall provide the SaaS Services materially in accordance with the descriptions provided on the Sites, these Terms and with reasonable care and skill.
4.2. In addition to the SaaS Services, Clustermarket provides an optional online Marketplace which users (including Customers and Authorised Users) may choose to use via the Platform. Your use of the Marketplace shall be governed by the terms set out in Schedule 2.
4.3. We will use reasonable endeavours to provide the Platform and Services with reasonable skill and care, but we do not guarantee (i) the continuous and uninterrupted availability and accessibility of the Platform or the Services, (ii) that the Platform will be secure or free from bugs and viruses, and/or (iii) that the Platform or the Services will be free from errors and/or omissions. We may restrict the availability of the Platform, the Services or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures.
4.4. We shall, at any time, be entitled to modify the Platform or Services without notice to you, including by making new services and functionality available, depending on the Subscription purchased, and providing that we do not materially decrease the functionality of the Services or Platform from those provided at the time of purchase.
4.5. Clustermarket is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledges that the Services and Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4.6. You acknowledges that the Platform and Services may enable or assist you to access content of, correspond with, or purchase products and services from third parties via third-party websites or platforms. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you with any such third party. Any contract entered into, and any transaction completed via any third-party website, is between you and the relevant third party, not Clustermarket. We recommend that you refers to the third party's website, terms and conditions and privacy notice prior to using any third-party services.
4.7. You acknowledge that we may offer third party integrations with our Platform, using Application Programming Interfaces (APIs) or similar technology, including but not limited to things such as asset monitoring or electronic lab notebooks (ELN). Where we offer such integrations, to the extent legally permissible to do so, we make no representation, warranty or commitment and shall have no liability in respect of the third party services or technology linked to the integration and your use of any third party services (providing through the integrations) shall be governed by that third party’s terms and conditions.
5. SUBSCRIPTION FEES
Subscription Fees
5.1. You shall pay the Subscription Fees in accordance with these Terms and the Quote, where applicable.
5.2. Core Subscription: Payment of the Core Subscription Fee shall be made using the payment method displayed on the payment page (such payment methods shall be at the sole discretion of Clustermarket and no other methods of payment will be accepted). At the time of purchase of the Core Subscription, you shall provide the relevant purchase order information and credit or debit card details, up-to-date and complete contact and billing information, and you hereby authorise Clustermarket to bill such credit or debit card. You acknowledge that payment of the Core Subscription Fee will be processed via our third party payment provider. Clustermarket will not process or store payment card details.
5.3. Premium-Academic Subscription: Payment of the Premium-Academic Subscription Fee shall be made using the payment method displayed on the payment page, (such payment methods shall be at the sole discretion of Clustermarket and no other methods of payment will be accepted). At the time of purchase, you shall provide the relevant purchase order information and credit or debit card details, up-to-date and complete contact and billing information, and you hereby authorise Clustermarket to bill such credit or debit card. You acknowledge that payment of the Subscription Fee will be processed via our third party payment provider. Clustermarket will not process or store payment card details.
5.4. Premium-Industry Subscription: Details of the Premium-Industry Subscription Fee shall be set out in the relevant Quote. Once you have accepted the Quote in accordance with clause 2.18, an invoice will be generated and sent to you using the email address provided.
5.5. Enterprise Subscription: Details of the Enterprise Subscription Fee (as applicable) shall be set out in the relevant Quote. Once you have accepted the Quote in accordance with clause 2.19, an invoice will be generated and sent to you using the email address provided.
5.6. All Subscription Fees:
5.6.1. are exclusive of VAT (if applicable); and
5.6.2. payable in accordance with these Terms and the Quote.
6. PAYMENT OF SUBSCRIPTION FEES
Subscription Fees
6.1. If you purchase a Subscription:
6.1.1. Core Subscription Fees or Premium-Academic Subscription Fees are payable in accordance with clause 5.2 and clause 5.3, as applicable;
6.1.2. Enterprise Subscription Fees or Premium-Industry Subscription Fees (as applicable) are payable as set out in the Quote by the method agreed between you and Clustermarket from time to time, as follows:
a) payment must be made in full within 30 days of the date of the relevant invoice (the Due Date); and
b) any sums unpaid by their Due Date will attract interest at the rate of 1.5% per month, or the maximum permitted by law, whichever is lower;
6.1.3. if your use of the Services exceeds the level specified in the Quote (for example, in respect of the number of permitted Authorised Users), you agree that Clustermarket may bill you for such additional Services in accordance with clause 3;
6.1.4. you agree that Clustermarket may revise the Subscription Fees (including by adding new charges and fees) by giving you at least 30 days’ written notice, such notice to take effect at the end of the Initial Service Term or any Renewal Term, as applicable;
6.1.5. if you believe that you have been billed incorrectly or received an erroneous invoice, you must raise the issue with Clustermarket (providing full particulars) no more than 10 Business Days from the date of the relevant bill and/or invoice.
7. TERM AND TERMINATION
7.1. These Terms shall be effective for the duration of your use of the Platform.
7.2. We may terminate your Account at any time in our sole discretion by giving you 30 days' prior notice via the Portal or by email.
7.3. If you purchase a Subscription:
7.3.1. these Terms shall commence on the Commencement Date and continue for the Initial Service Term. Unless terminated in accordance with Clause 12.3.2, following the end of the Initial Service Term, these Terms shall be automatically renewed for additional periods of the same duration (each a Renewal Term); and
7.3.2. either party may terminate these Terms by giving at least 30 days’ written notice to the other, to take effect at the end of the Initial Service Term or any Renewal Term, as applicable.
7.4. We may immediately terminate your Account if you have materially breached these Terms or Applicable Law.
7.5. We may immediately suspend your access to your Account and/or the Portal (either permanently or temporarily) in our sole discretion if we have reason to believe you have breached these Terms or Applicable Law. If you have purchased an Enterprise Subscription or Premium Subscription, your obligation to pay the applicable Subscription Fees will not be affected by any such suspension.
8. USER CONTENT
8.1. Subject to the provisions of these Terms, Customers and Authorised Users may create, upload, and post Content on the Portal and make it available to other users (User Content).
8.2. By creating, uploading, posting or otherwise making available any User Content on or through the Portal, you hereby grant Clustermarket a limited, non-exclusive, royalty-free, worldwide, irrevocable, perpetual, sub-licensable and transferable licence to use such User Content in Clustermarket’s provision, development and enhancement of the Portal and associated services.
8.3. By registering for an Account you grant Clustermarket the right to refer to your organisation as a client of Clustermarket for the purpose of advertising and promotion, unless other otherwise agreed with Clustermarket. You hereby grant Clustermarket a limited, non-exclusive, royalty-free, worldwide, sub-licensable and transferable, revocable licence to use your organisation's name and/or trade mark on the Portal for use on Clustermarket’s website, advertising and marketing materials, and for the purposes of providing a Listing on the Marketplace (where applicable).
8.4. You are solely responsible for any User Content that you make available through the Portal and you shall bear all legal consequences and liabilities arising in relation to such User Content.
8.5. Clustermarket does not undertake checks on User Content to determine its quality, suitability, accuracy, timeliness or completeness. However Clustermarket retains the right (without assuming an obligation) to determine the appearance, design, functionality and all other aspects of the Portal and the Content, including the right to re-design or modify the appearance, design, functionality and other aspects of the Portal and any element, aspect, portion or feature thereof (including the Content) from time to time, provided that Clustermarket will not alter or amend User Content without the prior written consent of the relevant Authorised User.
8.6. Clustermarket reserves the right, without prior notice, to edit, suspend or remove any User Content that Clustermarket considers in its sole discretion to be in breach of these Terms or Applicable Law or which may otherwise be harmful or objectionable to Clustermarket or its users.
9. USE OF CONTENT
9.1. You must not, whether in whole or in part, use, copy, edit, adapt, prepare derivative works of, present, publish, exhibit, duplicate, pass on, disseminate, distribute, license, sell or otherwise exploit the Platform and/or any Content (including User Content), except to the extent you are the legal owner of the User Content or as expressly permitted in these Terms.
9.2. Subject to your compliance with these Terms, Clustermarket grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable licence to access the Portal and the Content (including User Content) for the purpose of Providing or using the Resources (as applicable) through the Portal.
9.3. You may download and print extracts of Content from the Portal, provided that:
9.3.1. the material shall not be reproduced or included in any other work or publication in any medium;
9.3.2. the material may not be distributed or sold to any third party;
9.3.3. you do not remove or alter any copyright or other proprietary notices contained in the material; and
9.3.4. such Content is only being used for your internal business purposes.
9.4. Your legal rights that cannot be excluded by law shall remain unaffected by these Terms.
10. WARRANTIES
10.1. You represent, warrant and undertake that:
10.1.1. you have the legal capacity and authority to enter into contracts (including the Contract and any Agreement, where applicable);
10.1.2. if you register an Account for a company or other legal entity, you have the authority to legally bind that entity and grant us all licenses and consents provided in these Terms;
10.1.3. you have all required rights, permits, licences, qualifications/training and consents to either make Resources available for Provision and/or to use Resources (as applicable);
10.1.4. you will comply with all Applicable Laws and not use the Platform for any illegal purpose; and
10.1.5. you will use reasonable endeavours to ensure that your Account information, Listings (where applicable) and User Content are accurate and up-to-date.
10.2. In respect of all User Content that you make available on the Platform, you represent, warrant and undertake that:
10.2.1. you are the legal owner of all such User Content or you have the necessary rights, licences and consents to make such User Content available on the Portal;
10.2.2. such User Content does not infringe any third party’s Intellectual Property Rights or other proprietary rights (including rights of publicity or privacy);
10.2.3. such User Content does not breach Applicable Law;
10.2.4. such User Content is not fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive;
10.2.5. such User Content does not constitute libel, slander, defamation or is otherwise offensive; and
10.2.6. such User Content does not promote illegal or harmful activities or substances.
10.3. Except as expressly provided in these Terms:
10.3.1. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
10.3.2. the Platform, the Content (including any User Content) and the Services are provided on an "as is" basis.
11. INTELLECTUAL PROPERTY RIGHTS
11.1. The Platform and the Content are protected by copyright and other intellectual property rights and laws. We are the owner or the licensee of all Intellectual Property Rights in the Sites, the Portal, the Content (excluding User Content) and the Services and you acknowledge and agree that such Intellectual Property Rights shall remain vested in Clustermarket and/or its licensors. For the avoidance of doubt, all Intellectual Property Rights in respect of the User Content shall remain vested in the owner, and you hereby grant Clustermarket a non-exclusive, royalty-free license to use the User Content for the purposes of providing the Services to you, other Authorised Users, Providers or Participants of the Marketplace (as applicable) or customers, or for its own internal business purposes.
11.2. Except as expressly stated herein, these Terms do not grant you any rights to, under or in, any Intellectual Property Rights in the Sites, the Portal, the Content and/or the Services.
11.3. You shall not in any way infringe the Intellectual Property Rights of Clustermarket or the other Authorised Users. You shall promptly notify us of any infringement or suspected or threatened infringement of the Platform or the Content (including User Content) that may at any time come to your notice, giving reasonable particulars.
12. CONFIDENTIALITY
12.1. Each Party undertakes that it shall not at any time disclose to any person any Confidential Information of the other Party or of any other Participant, except as permitted by Clause 12.2.
12.2. Each Party may disclose the Confidential Information of the other Party or of any other Participant:
12.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party's obligations under these Terms or an Agreement, where applicable. Each Party shall procure that its employees, officers, representatives or advisers to whom it discloses the other Party's confidential information comply with this Clause 12; and
12.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3. Neither Party shall use any Confidential Information of the other Party or of any other Authorised User for any purpose other than to perform its obligations under these Terms or an Agreement.
12.4. Each Party shall maintain reasonable security measures to protect Confidential Information of the other Party or of any other Participant against loss, theft or destruction.
12.5. On termination of these Terms or an Agreement, each Party shall return or destroy all Confidential Information of the other Party.
13. LINKS TO AND FROM SITES
13.1. Where the Sites or Portal contains links to other websites and resources provided by third parties, these links are provided for your information only. Such websites and resources may be subject to different terms and conditions and privacy policies. We have no control over the content of those websites or resources and we are not responsible or liable for them in any way.
14. LIMITATION OF OUR LIABILITY
14.1. Nothing in these Terms shall limit or exclude the liability of either Party for:
14.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
14.1.2. fraud or fraudulent misrepresentation;
14.1.3. liability under the indemnities contained in Clause 15; or
14.1.4. any matter in respect of which it would be unlawful to exclude or restrict liability.
14.2. Subject to Clause 14.1, we shall not under any circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
14.2.1. any economic loss or other loss of profit, revenue, business, opportunity, or anticipated;
14.2.2. any interruption of use or loss or corruption of data (other than in any case as caused by Clustermarket’s gross negligence);
14.2.3. any loss of goodwill or reputation;
14.2.4. any cost of procuring substitute or replacement goods or services; or
14.2.5. any loss that is an indirect or secondary consequence of any act or omission of Clustermarket.
14.3. Subject to Clauses 14.1 and 14.2, above, our total liability to you in respect of any loss or damage arising under or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed:
14.3.1. if you are a Customer, the aggregate of Fees that you have paid to Clustermarket in the twelve (12) month period prior to the event giving rise to the liability; or
14.3.2. if you are a Provider, the aggregate of the amounts paid by Clustermarket to you in the twelve (12) month period prior to the event giving rise to the liability; or
14.3.3. if no payments have been made under this Contract, £1,000.
14.4. In respect of any loss of data, our total liability to you shall in no circumstances exceed the damages that would have occurred had you thoroughly saved and backed up your data at least once per week.
15. INDEMNITIES
15.1. You shall indemnify and defend Clustermarket and its subsidiaries, affiliates, officers and employees (the Clustermarket Indemnified Parties) from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable legal fees) incurred by the Clustermarket Indemnified Parties arising out of or in connection with any of the following:
15.1.1. a breach by you of clause 18 (Data Protection and Privacy) of these Terms;
15.1.2. any User Content that you make available on the Portal, including such User Content infringing the Intellectual Property Rights of any other third party; or
15.1.3. any taxes or duties arising from or in connection with the offer, sale or transaction on or through the Marketplace (or the Portal) or the collection, payment or failure to collect or pay such taxes or duties.
16. SETTLEMENT OF DISPUTES
16.1. If you have any queries or complaints relating to the Platform or Services, please contact us using the contact information as detailed in Clause 1.5. We will use reasonable efforts to respond to you promptly.
16.2. In the event of any dispute between Clustermarket and the Customer, the Parties shall first attempt to resolve the dispute through friendly consultations (acting reasonably and in good faith). In the event that no resolution satisfactory to both Parties is reached within sixty (60) days after commencement of such consultation, either Party is entitled to commence legal proceedings.
17. GENERAL
17.1. These Terms do not create or infer any rights that are enforceable by any person who is not a Party to them.
17.2. We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or our obligations under these Terms. You may only transfer your rights or obligations under these Terms to another person if we agree in writing.
17.3. If either party decides not to exercise or enforce any right that it may have against the other at a particular time, then this does not prevent that party from later deciding to exercise or enforce that right.
17.4. If any court or competent authority decides that any of these Terms are unlawful or unenforceable, the remaining terms and conditions will remain in full force and effect.
17.5. These Terms (and any dispute or claim, whether contractual or non-contractual) relating to it or its subject matter) arising out of them shall be governed by and construed in accordance with English law and the non-exclusive jurisdiction of the English Courts.
17.6. All notices will be sent by e-mail or will be posted on the Portal or by any other means then specified by Clustermarket. Clustermarket will send notices to you at the e-mail address maintained in the records for your Account. You hereby agree to monitor your e-mail messages frequently to ensure awareness of any notices sent by Clustermarket. This clause 17.6 does not apply to the service of any proceedings or documents in any legal action.
17.7. The Contract constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
17.8. In the event of any conflict between any Quote and the remainder of these Terms, the Quote shall take priority and prevail.
17.9. Clustermarket shall have no liability under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that Clustermarket notifies you of any such event and its expected duration.
18. DATA PROTECTION AND PRIVACY
18.1. Any personal information that we collect from you as you browse and use the Sites, or if you are using our Platform or Services as a Customer or Authorised User in your individual capacity, will be used in accordance with our Privacy Policy. To find out more about the data we collect from you and how we use it please read our Privacy Policy available here: www.clustermarket.com/privacy-policy.
18.2. In this clause 18, the terms ‘personal data’, 'data controller', ‘data processor’ 'data subject', ‘process/processed/processing’ and 'personal data breach' shall have the meanings given under DP Law.
18.3. You acknowledge that where you are an organisation and you share personal data with us through the Platform or Services, this clause sets out the basis for the sharing of personal data between the parties as data controllers. You acknowledge that personal data may be shared between the parties in the following circumstances:
18.3.1. a User is granted access to your Laboratory and accesses the Laboratory through the single-sign-on functionality using their institution or organisation’s email address and login details. In this case, the User’s login information will be shared with Clustermarket so that we can setup a User Profile for that User; and/or
18.3.2. where a User is allocated a particular role within a Laboratory, they will be given certain access rights by the administrators associated with that Account and will be able to view other User’s personal data (including in certain instances, names and email addresses) depending on the role that has been allocated to them.
18.4. Both Parties will comply with all applicable provisions of DP Law in their performance of their obligations and exercise of their rights under these Terms.
18.5. Where you transfer personal data to Clustermarket in connection with these Terms and/or the Portal, you shall ensure that you have all necessary rights and consents (where applicable) to do so, and that all necessary notices have been provided to the relevant data subjects to enable the lawful sharing of personal data to Clustermarket.
18.6. Where you are an organisation, you shall reasonably assist Clustermarket in complying with all applicable requirements of the DP Law, specifically in relation to requests made by data subject rights.
Schedule 1
DEFINITIONS AND INTERPRETATIONS
1.1. The following definitions and rules of interpretation apply in these Terms: