Terms and Conditions for Announcements Services
This website, https://direct.euronext.com/ ("Website") is owned and maintained by The Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin", "we", "us" or "our"), a company registered in Ireland with company number 539157. The registered office and address of Euronext Dublin is 28 Anglesea Street, Dublin 2.
Euronext Dublin is regulated by the Central Bank of Ireland, and authorised under the Markets in Financial Instruments Directive 2017 ("MiFID").
Your use of our Website is governed by our terms and conditions of website use and our acceptable use policy. We only use your personal information in accordance with our Privacy and Cookie Statement. Please take the time to read each of these, as they include important terms which apply to you.
This page (together with the documents referred to as Privacy and Cookie Statement, including any additional terms referred to in it) sets out the legal terms and conditions ("Terms") which will apply to the contract between you and us for the provision by us to you of the Services (as defined below). Please read these Terms carefully and make sure that you understand them, before requesting us to provide any of the Services to you. Please note that by requesting the provision by us of any of the Services, you confirm and agree to be bound by these Terms and the other documents expressly referred to in them.
You should print a copy of these Terms or save them to your computer for future reference.
We may amend these Terms, including the Charges, from time to time. Please check these Terms each time you request us to provide the Services to ensure you understand the terms which will apply at that time.
These Terms, and any Agreement between us, are only in the English language.
1. DEFINITIONS AND INTERPRETATION
In these Terms and the Agreement (as defined below):
1.1 The following terms and expressions shall have the meanings set out below:
"Agent" means an organisation which is authorised by a Company to make Announcements on its behalf;
"Agreement" means the agreement concluded between Euronext Dublin and the Organisation for the purposes of providing the Services and which consists of (1) the Registration Form; (2) these Terms and (3) our Privacy and Cookie statement appearing on the Website from time to time and all other documents that are incorporated into these Terms or which otherwise become part of our agreement with you;
"Announcement" means any announcement about a Company, its securities or its business, which you submit for filing and / or publication and distribution through a Regulatory Information Service or for transmission via a Regulatory Information Service to additional distribution services;
"Business Day" means any day on which banks are generally open for business in Dublin and the services of our Regulatory Information Service Provider are available, excluding Saturdays and Sundays. A Non- Business Day shall be construed accordingly;
"Charge" means, in respect of a Service, the price charged by Euronext Dublin in respect of that Service, details of which are set out in paragraph 10;
"Company" means any corporate entity whose securities are listed on any of the markets operated by Euronext Dublin;
"Content" means all the information and documentation requested by us on the Registration Form and all the written material included in an Announcement;
"Force Majeure Event" means, in relation to either Euronext Dublin or you, any event or circumstance which is not reasonably foreseeable and beyond its reasonable control, including without limitation; strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, inability to communicate with third parties for whatever reason, failure of any computer system, or failure of public or private telecommunications networks (including any mobile phone network), and which prevents or limits the ability of Euronext Dublin or you to meet its obligations under the Agreement;
"HomeMemberState" means, the home Member State pursuant to article 2(1) (I) of Directive 2004/109/EC;
"Invoice" means an invoice issued to the Organisation by Euronext Dublin in accordance with the provisions of paragraph 9.4 detailing the Charges and any administration fees where applicable incurred by you;
"LEI" means the unique legal entity identification code comprising of 20 alpha numeric characters in compliance with ISO 17442;
"OAM" means Officially Appointed Mechanism. The Irish Stock Exchange plc trading as Euronext Dublin is the Officially Appointed Mechanism (“OAM”) for the storage of regulated information filed by Organisations under the Transparency (Directive 2004/109/EC) Regulations 2007 (the ‘Transparency Regulations’) in Ireland;
"Organisation" means the person, entity, company or other body corporate which employs you and who or which is named on the Registration Form;
"Pre-Paid Account" means the account, if any, which you created with us, subject to formal agreement being in place, which is to be used by us to discharge amounts incurred by you, inter alia, with respect to the Services;
"Privacy and Cookie Statement" means the document called "Privacy and Cookie Statement " which sets out the terms upon which Personal Information (as defined in the Privacy and Cookie Statement) about you received in respect of the Agreement will be gathered and processed, and which is published on the Website;
"Registration Form" means the on–line form completed by you when you applied to be registered with us in order for us to provide the Services to you;
"Regulatory Announcement" means any Announcement made by you or, where you are an Agent, a Company on whose behalf you act, to comply with Irish or EEA regulatory requirements or approved by a non EEA jurisdiction deemed equivalent by Euronext Dublin , and/or the requirements of Euronext Dublin;
"Regulatory Information Service means the regulatory news distribution service utilised by Euronext Dublin to publish and distribute Announcements; and
"Services" means the filing and / or publication and distribution of Announcements by us on your behalf or, where you act as Agent, for the Company on whose behalf you act, to information providers and the general public.
1.2 Words in the singular shall include the plural, and vice versa.
1.3 The headings in these Terms are for convenience only and shall not affect the interpretation of any provision of the Agreement.
1.4 Reference to the words "includes' or "including" shall be construed without limitation.
1.5 When we refer, in these Terms, to "in writing", this includes e-mail.
1.6 References to "you" or "your" means the person, acting on behalf of an Organisation, who has completed a Registration Form and who requires us to provide the Services for that Organisation on these Terms and, where the context permits, the Organisation.
2. PROVISION OF THE SERVICES
2.1 In consideration of the representations, warranties and undertakings given by you and in further consideration of the payment of the Charges by you, Euronext Dublin agrees to provide the Services to you subject to these Terms
2.2 You warrant and represent to us that you have the full and unfettered power, legal capacity and authority on behalf of the Organisation to request Euronext Dublin provide the Services, to incur the Charges and to enter into, and perform the obligations set out in, the Agreement.
3.1 You shall ensure that your password, and any other piece of information which we might provide or issue to you as part of our security procedures, are kept secure and confidential and that access to your password, or any other piece of information, is restricted to you only.
3.2 You shall treat your, password and any other piece of information issued to you by Euronext Dublin as part of our security procedures, as confidential, and you shall not disclose it or them to any third party. We have the right to disable your password, whether chosen by you, or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms.
4.1 If you are an Agent you expressly warrant, represent and confirm to us that you have the irrevocable and full unfettered power, legal capacity and authority from the Company on whose behalf you are acting to bind that Company and to submit Announcements on its behalf without any further recourse by us to that Company and to do all other acts and things connected with, or required to fully perform, the Agreement (including, without limitation, the right to grant the licence contained in paragraph 6.1).
5. CONTENT AND TIMING OF ANNOUCEMENTS
5.1 You shall be solely responsible for ensuring that the Content of any Announcement conforms to our content standards and acceptable use policy.
5.2 Save where an Announcement has been distributed or published and following such distribution or publication you require us to issue a replacement for, or amend, such Announcement, we will not amend, edit or change the Content of any Announcement. However we may refuse to publish or distribute an Announcement if, in our absolute opinion, or the opinion of any third party distribution channel we might engage, the Content is unsuitable for, or in a format which is incapable of, publication or distribution or if, in our absolute opinion, it does not conform to our content standards and acceptable use policy.
5.3 Where an Announcement has been distributed or published by us on your behalf and following such distribution or publication you require us to issue a replacement for, or amend, such Announcement we will indicate on the replacement Announcement the time and date relating to the Announcement that is being replaced or amended. Where a specific correction has been made to an Announcement, this correction will be stated by the agent at the top of the replacement Announcement and where an Announcement is replaced in full, this will also be stated at the top of the replacement Announcement.
5.4 Where an Announcement is a Regulatory Announcement you shall ensure that it is clearly and properly identified as such on its face and you shall notify Euronext Dublin when submitting the Announcement (separately and distinctly from any rubric or other legend which may appear on the face of the Announcement) of any time (including the relevant time zone), geographical and/or other restriction or embargo on publication or distribution which you wish to be applied to the Announcement.
5.5 Where an Announcement is an OAM Filing and the Home Member State is Ireland all relevant categorisations of regulated information must be submitted and the Organisation’s Legal Entity Identifier (LEI) be provided.
5.6 Our ability to publish or distribute an Announcement within the applicable time scales requested by you is dependent on our receiving the relevant Announcement before 5.30pm on the Business Day you require the Announcement to be published or distributed. Any Announcement received by us before 5.30pm will be dealt with by us on that Business Day. Any Announcement received by us after 5.30pm or on a Non-Business Day will, subject to our acceptance of such Announcement for publication or distribution, be dealt with on the next Business Day.
6.1 By submitting an Announcement to us you acknowledge and confirm to us that the Content is non- confidential and non-proprietary and that your Organisation or, where you are an Agent, the Company on whose behalf you submit an Announcement, grants to us an irrevocable, royalty free, non-exclusive, non- transferable, worldwide license to:
(a) publish and distribute the Announcement and/or to sub-license third parties to publish and distribute it for us or on our behalf;
(b) use any or all of the Content of the Announcement for the purposes of providing the Services and generating or maintaining databases of Company information; and
(c) use, copy, distribute, compile, sell and disclose any Content of the Announcement to third parties in any form, in any media and via any technology we choose for any purpose whatsoever, including for commercial gain.
7.1 We shall not be liable to you or, where you are an Agent, to the Company on whose behalf you submit an Announcement, for any delay in performance or non-performance of our obligations hereunder to the extent that such delay or non-performance is caused by a Force Majeure Event.
7.2 Euronext Dublin's liability to you, or, where you are an Agent, the Company on whose behalf you submit an Announcement, for any losses or damages whatsoever arising in connection with the provision of the Services shall be limited to the amount of the Charges incurred by you, or, where you are an Agent, the Company on whose behalf you submit an Announcement, [in the previous 12 months]. In no circumstances shall we be liable for damage to reputation, loss of profit, special, indirect or consequential damages, loss of goodwill, business opportunity or anticipated savings suffered by you or, where you are an Agent, the Company on whose behalf you submit an Announcement or any third party.
7.3 We shall not be liable for any loss suffered by you, or, where you are an Agent, the Company on whose behalf you submit an Announcement, as a result of any failure to disseminate or distribute any Announcement due to technical problems with a third party's distribution channel.
8. FORMATION OF THE AGREEMENT
8.1 The submission of an Announcement by you to us for filing, publication or distribution shall be deemed to be acceptance by you of these Terms.
9.1 Subject to Clause 10, we shall make a Charge for each Announcement placed by you with us for publication and distribution or, where you are an Agent, for each Announcement that you place with us on behalf of each Company on whose behalf you act. Each replacement Announcement submitted may incur a separate Charge.
9.2 You can choose to pre-pay for the publication and distribution of an Announcement at the time you place it using either your Pre-Paid Account or by using a debit card or credit card which is accepted by Realex and/or PayPal. If you pay by credit or debit card you warrant to us that you are aged 18 years and upwards.
9.3 It is your responsibility to ensure that there are sufficient funds available in your Pre-Paid Account to enable payment to be made for the publication and distribution of each Announcement. If there are insufficient funds in your Pre-Paid Account to enable payment to be made in full at the time you submit an Announcement to us for publication or distribution you may elect instead to pay using a debit card or credit card which is accepted by Realex and/or PayPal or to make your payment following publication and distribution. If payment is made following publication and distribution the Charges set out in paragraph 10.2 will be payable.
9.4 You may also pay for an Announcement after it has been published and distributed. In these circumstances you will be sent an invoice for each Announcement made and all charges relating to the Announcement. All invoices shall be payable within 30 days of date of invoice. Each Invoice shall give details of the Charges applicable to the Announcement published by Euronext Dublin and all sums detailed therein shall be payable within 30 days of the date of the Invoice.
9.5 You shall pay or procure payment of the Invoice by remitting all sums due (together with any value added tax payable thereon) by electronic transfer to our bank account, the details of which appear on our Invoice, (or by such other payment method as we may agree).
9.6 Where you submit an Announcement to us and elect to pay for the publication and distribution of the Announcement using a debit card or credit card which is accepted by Realex and/or PayPal and we subsequently reject the Announcement and do not release it for publication or distribution, or in the event that the Announcement is submitted to us for publication and distribution in error, all Charges relating to that Announcement will be refunded to you in full. No other refunds will be made.
10.1 The Charge for each Announcement for each asset class which is paid for using your Pre-Paid Account, credit or debit card in accordance with paragraph 9.2 will be as per the fees table.
10.2 The Charge for each Debt Announcement for each asset class which is paid for following filing and publication in accordance with paragraph 9.4 will be as per the fees table.
10.3 All Charges are subject to Irish value added tax.
11. VARIATION OF THESE TERMS
11.1 We reserve the right in our sole discretion to make changes to, impose limits or conditions on your use of, suspend or terminate the Services provided under these Terms, (including changes to the Charges) without notice or liability except as required under applicable law.
12.1 We may immediately terminate the Agreement and Withdraw the Services without notice of:
(a) go into liquidation or if you enter into a voluntary arrangement with your creditors;
(b) if you cease trading;
(c) any representation, warranty or statement made by you to us is or becomes untrue in any material respect;
(d) we must do so in order to comply with any law;
(e) we reasonably believe that the Services have been used negligently, illegally or fraudulently by you, or by a third party as a result of your negligence or recklessness; or
(f) for any reason the Agreement becomes unenforceable or void.
If we take such action we will immediately give you notice in writing that we have done so.
12.2 The Agreement does not have a minimum or finite duration and will continue to be binding on the parties until it is terminated. Without prejudice to paragraph 12.1, we may terminate the Agreement on giving two months prior notice in writing to you.
12.3 You may at any time request that we deactivate your password and terminate the Agreement by giving us not less than 20 Business Days prior written notice to that effect, but without prejudice to your liability for any outstanding amounts due to us or otherwise prior to the date of termination.
13. TEMPORARY WITHDRAWAL OF THE SERVICES
13.1 In the event of a breakdown, fault or malfunction of, or connection to, any system used in connection with the Services, or where there is a real or potential security risk, we shall be entitled, without incurring any liability to you or, where you are an Agent, any Company on whose behalf you act, to temporarily suspend the Services or access to the Website for such reasonable period as may be required to remedy, address or resolve the system issue.
13.2 You accept that electronic communications, the internet, telephone lines and other telecommunications media may not be secure and communications via such media may be intercepted by unauthorised persons or delivered incorrectly. In consequence we cannot guarantee the privacy or confidentiality of communications via such media although we will put in place security measures to protect these methods of communications.
13.3 From time to time it may be necessary to or desirable for security reasons, maintenance, upgrades or other reasons to make the Services unavailable to you and/or change authentication procedures or processes for accessing the Services and while we will use reasonable endeavours to minimize any inconvenience caused to you, you accept that these events may occur and that we have no liability to you or, where you are an Agent, any Company on whose behalf you act, in the event of this happening.
14.1 All notices to be sent to or from either Euronext Dublin or you in connection with this Agreement (apart from Announcements, which may only be placed using our Announcements page) shall be delivered by letter or email to us at our address or email address at Contact Us or your address or email address (as the case may be) shown on the Registration Form. It shall be your responsibility to notify us in accordance with these Terms of any change of address or email address (as the case may be) by logging onto your account and updating the details appropriately. Notices sent by email shall be deemed to be effective when sent, provided that no notification of non-delivery has been received by the sender. Notices sent by letter shall be deemed to be effective on the second Business Day after posting.
14.2 If any provision of the Agreement is held to be invalid or unenforceable the validity of the other provisions shall not be affected.
14.3 It is acknowledged that:
(a) neither Euronext Dublin nor you have relied on any prior representations when entering into the Agreement; and
(b) the Agreement sets forth the entire agreement between Euronext Dublin and you with respect to the subject matter covered by it and that it supersedes all prior communications and understandings whether written or oral between Euronext Dublin and you relating there to.
14.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
14.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
14.6 These Terms are governed by Irish law and the Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by Irish law. Both Euronext Dublin and you agree to the exclusive jurisdiction of the Irish court.