Disclose UK Services Supplemental Terms and Conditions



1.1     For purposes of this Supplement, the following terms have the meanings ascribed to them below: 

“Agent” means an organisation that is authorised by a Customer to make Announcements on its behalf.

“Announcement” means a mandated disclosure about a Company or its business, which the Customer submits for distribution through the Disclose UK customer portal.

“Charge” means in respect of a Service the price charged by Company (exclusive of VAT) in respect of that Service.

“Company” means PR Newswire Europe Limited, a company registered in England and Wales (company number 01543272), registered office 5 Churchill Place, Canary Wharf, London, E14 5HU

“Content” means all the material included in an Announcement.

“Customer” means the organisation purchasing the Service from Company, as set out on the Order.

“Disclose UK” means the regulatory news distribution service operated by Company, and licensed by the FCA.

“FCA” means the Financial Conduct Authority (or any replacement regulator or regulators from time to time).

“Listed Company” means any company listed or admitted to trading on a recognised investment exchange, in the UK or elsewhere.

“Order” means the order form signed or otherwise agreed to by Customer to which this Disclose UK Supplement is attached or referred to within.

“Primary Contact” means a User identified in the Order who is thereby nominated and authorised by the Customer to manage the Agreement for the Customer.

“RNS” means the 'regulatory news service' of the London Stock Exchange or any replacement service or services from time to time.

“User” means an employee of the Customer who is authorized by the Customer to submit Announcements for distribution through Disclose UK as set out on the Order.

Words in the singular shall include the plural and vice versa.

Capitalised terms not defined in Section 1.1 have the meanings set forth in the section in which they are defined.  Any capitalised term not defined in this Supplement shall have the meanings set forth in the Order or the General Terms & Conditions.  All references to sections or section numbers in this Supplement refer to the sections of this Supplement, unless stated otherwise.

The headings in the Agreement are for convenience only and shall not affect the interpretation of any provision of this Agreement. 

2.        THE SERVICE

2.1       In consideration of the payment of the Charges, Company agrees to provide the Service, subject to the terms of this Agreement.

2.2       The Customer will remain solely liable for compliance with its obligations under all rules, codes of practice and regulations of whatever kind in force in England and Wales and any other relevant territory in respect of the Announcements including but not limited to submission of the Announcements to Secondary Information Providers (SIPs) and European media.

2.3       The Customer shall ensure that its Users comply with the Agreement and the Customer agrees that it shall be liable for the acts and omissions of its Users in connection with the Agreement.

3.        SECURITY

3.1       The Customer shall ensure that its Users keep the user names, passwords and security questions and answers secure and that they do not reveal them to anyone.

4.        CONTENT

4.1       Company will not alter the Content of any Announcement, other than by express requirement of the Customer, however it may refuse to distribute an Announcement if in its view the Announcement is unsuitable for distribution for any reason.

4.2       When the Customer submits an Announcement for distribution, it shall ensure that the Content of the Announcement:

4.2.1         is suitable for distribution to the general public;

4.2.2         is in English;

4.2.3         relates to a UK-Listed Company or its business;

4.2.4         is not misleading, false or deceptive;

4.2.5         does not infringe any rights of any third party or is not otherwise unlawful; and

4.2.6         complies with all applicable regulatory and legislative requirements.

4.3       Customer grants to Company a worldwide, royalty free, non-exclusive, non-transferable irrevocable licence to distribute its Announcements, to sub-licence third parties to distribute those Announcements and to use any or all of the Content for the purposes of providing the Service, and maintaining  Listed Company Content and the Announcements.

4.4       Customer is responsible for the Content, timeliness and completeness of all Announcements.

4.5       Except as required for the provision of the Service, nothing in this Agreement will grant or be deemed to grant either party any rights, title or interest in any intellectual property rights owned by the other party and nothing in this Agreement will entitle either party to use the other party's logo or trade marks or any other of its intellectual property rights in connection with the Service or otherwise without the prior written consent of that party.


5.1       In addition to the rights set forth in Section 8 of the General Terms and Conditions, either party shall be entitled forthwith to terminate the Agreement by written notice to the other party if Company is no longer authorised by the FCA to operate Disclose UK or if Company ceases to provide the Service for any reason.

5.2       Notwithstanding anything to the contrary contained in the General Terms and Conditions, Company reserves the right to increase the Fees for any Renewal Period on not less than forty five (45) days’ notice prior to the end of the Service Term, and Customer may prevent the Service Term from renewing by sending written notice to Company not less than thirty (30) days prior to the expiration of the Initial Term or the then-current Renewal Period, as applicable.

6         USE OF AGENTS

6.1      The Customer may be a Listed Company or an Agent acting on behalf of a Listed Company. Company will not accept an Announcement from any person or organisation which has no signed Agreement in place with Company.

6.2      Company will only accept Announcements submitted by an Agent on behalf of a Listed Company if Company has received a written authorisation (on headed notepaper and signed by a duly authorised signatory) from that Listed Company. 

*This Supplement is a part of and should be read in conjunction with Company’s General Terms & Conditions.

[Rev. January 2015]