HORIZON TERMS AND CONDITIONS
Effective Date: 3rd April 2012

  1. Introduction
    Diageo (as defined below) operates a system for the development and management of digital and data assets, such as websites, mobile apps and social apps known as Horizon (as further defined below). From time to time, third parties may be given access to Horizon for the purpose of assisting with the provision of services by such third parties to Diageo Group Members (as defined below). This document sets out the terms and conditions of use of Horizon by third parties.
  2. Definitions
    In these terms and conditions, the following expressions shall have the following meanings:
    1. “Affiliate” any of:
      • any legal entity directly or indirectly owned and/or controlled by the Authorised User;
      • any legal entity that directly or indirectly owns and/or controls the Authorised User; or
      • any legal entity which is directly or indirectly owned and/or controlled by any legal entity referred to in (b) above;
    2. “Authorised User” a legal entity to be given access to Horizon which has entered into these Horizon Terms;
    3. “Control” in the case of legal entities having stocks and/or shares, ownership or control shall exist through the direct or indirect ownership and/or control of more than fifty percent of the voting shares. In the case of any other legal entity, ownership and/or control shall exist through the ability to directly or indirectly control the management and/or business of the legal entity;
    4. “Diageo” a group of companies, the ultimate holding company of which is Diageo plc (registered in England and Wales with company number 23307 and registered address at Lakeside Drive, Park Royal, London, NW10 7HQ, United Kingdom).
    5. “Diageo Group Member” any of:
      • Diageo;
      • any legal entity directly or indirectly owned and/or controlled by Diageo;
      • any legal entity that directly or indirectly owns and/or controls Diageo;
      • any legal entity directly or indirectly owned and/or controlled by a legal entity referred to in (c) above; or
      • any legal entity which is directly or indirectly owned and/or controlled by any legal entity referred to in (a) to (d) together with one or more other legal entities pursuant to a written agreement, such as a joint venture agreement;
    6. “Digital Asset” any data in a digital format, which relates to or can include Websites, apps, mobile apps and social apps which is stored on and/or is accessible using Horizon;
    7. “Horizon” means a system (as modified or adapted by Diageo from time to time) which enables the storage and retrieval of digital assets and material in digital format and makes materials available for controlled accessing, viewing, amending and download (and copying incidental thereto).
    8. “Horizon Content” any data, information, content or material available on Horizon, including without limitation the Digital Assets, comments on Digital Assets, Metadata and any communications sent using Horizon;
    9. “Horizon Terms” the terms and conditions of use of Horizon set out in this document;
    10. “Horizon User Terms” the terms and conditions governing access to and use of Horizon by User Representatives, the current version of which is set out in the Schedule and as may be revised by Diageo from time to time;
    11. “Intellectual Property Rights” patents, any extensions of the exclusivity granted in connection with patents, petty patents, utility models, registered designs, design patents, trademarks, service marks, applications for any of the foregoing (including, but not limited to, continuations, continuations-in-part and divisional applications), the right to apply for any of the foregoing, rights in trade names, business names, brand names, get-up, trade dress, logos, domain names and URLs, copyrights, design rights, semiconductor topography rights, database rights, publication rights, performer’s rights, moral rights, rights of publicity and privacy, rights in know-how, trade secrets and confidential information and all other forms of intellectual property right having equivalent or similar effect to any of the foregoing which may exist anywhere in the world;
    12. “Metadata” the data or information which relates to or accompanies each Digital Asset in any format which shall include, without limitation, information about usage rights acquired from third parties in respect of the Digital Asset;
    13. “Off System Material” any work or material held by the Authorised User on behalf of one or more Diageo Group Members, a representation of which is held as a Digital Asset;
    14. “Purpose” to assist or facilitate the provision of services by the Authorised User to one or more Diageo Group Members;
    15. “User Representative” a named member of staff of the Authorised User who has been approved by Diageo in accordance with Clause 4.1; and
    16. “Work in Progress” work or materials created for Diageo by or on behalf of the Authorised User for development purposes only
  3. Licence to use Horizon
    1. Subject to the provisions of these Horizon Terms, Diageo grants to the Authorised User a non-exclusive, non-transferable licence to access and use Horizon for the Purpose in accordance with the instructions notified to the Authorised User by Diageo Group Members from time to time.
    2. The licence under Clause 3.1 shall also extend to any Affiliate of the Authorised User to the extent necessary to achieve the Purpose and where Diageo has consented in writing to those Affiliates having access to Horizon for the Purpose. The Authorised User shall procure that any of its Affiliates that is granted access to Horizon shall comply with these Horizon Terms as if it were a party and the Authorised User shall be responsible for any acts or omissions of its Affiliates as if they were its own. For the purposes of these Horizon Terms, the term “Authorised User” shall be deemed to include any Affiliate of the Authorised User to whom Horizon access has been granted.
    3. The extent of the Authorised User’s Horizon access and usage rights will be determined by Diageo Group Members (in their absolute discretion), taking account of the nature of the services provided by the Authorised User to Diageo Group Members. Such access and usage rights may include (in the absolute discretion of the Diageo Group Members) the ability to view, download or upload assets and accompanying information, to create Media Assets and Metadata, attach comments to Media Assets or communicate via Horizon with other Horizon users. The Diageo Group Members shall specify to the Authorised User which of these activities it shall be entitled to undertake from time to time.
    4. The licence in Clause 3.1 is conditional on the Authorised User’s continued compliance with these Horizon Terms and each User Representative’s material compliance at all times with Horizon User Terms. The licence may be withdrawn or modified by Diageo, at Diageo’s absolute discretion, by written notice with immediate effect at any time. In addition, the licence will terminate automatically in the event that the Authorised User does not accept any changes made by Diageo to these Horizon Terms in accordance with Clause 9.3.
  4. Access to and Use of Horizon
    1. The Authorised User shall be entitled to that number of User Representatives as specified by a Diageo Group Member from time to time, subject to Diageo’s right to approve the relevant individual User Representatives in accordance with any registration and approval process. Each proposed User Representative must complete such registration process as Diageo may specify from time to time and each Authorised User shall provide such information about the User Representative as Diageo may reasonably request. If Diageo, in its sole discretion, approves the proposed User Representative, and subject to the User Representative accepting the Horizon User Terms, Diageo shall provide to the Authorised User a username and password for such person.
    2. The Authorised User shall, and shall procure that each of its User Representatives shall:
      1. comply with any Horizon security requirements, user guidelines and instructions notified by any Diageo Group Member to the Authorised User in writing from time to time;
      2. keep confidential the passwords provided to each User Representative and take reasonable steps to prevent persons other than the User Representative from using that User Representative’s username and password;
      3. not permit any person other than a User Representative to access or use Horizon;
      4. immediately notify Diageo if it becomes aware of or reasonably suspects that a password has become known to any person other than the User Representative to whom that password has been issued;
      5. immediately notify Diageo if it becomes aware of or reasonably suspects any unauthorised access to or use of Horizon;
      6. immediately notify Diageo if a User Representative leaves the employment of the Authorised User or no longer requires access to Horizon;
      7. not use Horizon or Horizon Content for any purpose other than the Purpose;
      8. not use Horizon or Horizon Content except as expressly authorised under these Horizon Terms and in accordance with the instructions of Diageo Group Members as notified to the Authorised User from time to time;
      9. when using or reproducing a Digital Asset comply with any restrictions on the use of that Digital Asset which are evident from the Metadata of that Digital Asset or are otherwise notified to the Authorised User by a Diageo Group Member;
      10. not, without the prior written consent of Diageo, remove from any copy of any Digital Asset, whether on Horizon or once downloaded from Horizon, any copyright notice, watermark or other identifying or security technology or Metadata;
      11. not, without the prior written consent of Diageo, make Horizon Content available via the Authorised User’s website or digital asset management system nor otherwise publish, transmit, broadcast, distribute, make available or communicate Horizon Content to any person, whether in hardcopy or in any other form for any purpose other than the Purpose;
      12. keep confidential and not disclose to any third party for any purpose any Horizon Content, except in connection with the Purpose, or with the prior written consent of a Diageo Group Member; and
      13. use its reasonable endeavours (including without limitation by using up-to-date virus checking software) not to corrupt or interfere with the operation of Horizon or expose Horizon to any viruses, worms or any other computer code, files or programs which might interrupt, limit or interfere with the functionality of any computer software or hardware or telecommunications equipment.
    3. The Authorised User shall ensure that each of its User Representatives familiarise themselves with any user manuals relating to Horizon and engage in such training in the use of Horizon as may be specified by Diageo from time to time.
    4. Diageo reserves the right, at its absolute discretion, to restrict or remove a User Representative’s or the Authorised User’s access to Horizon at any time, and the Authorised User shall, and shall procure that such User Representative shall, immediately discontinue its use of Horizon on written notice from Diageo.
    5. Diageo reserves the right to monitor (with the assistance of any person hosting Horizon for Diageo) a User Representative’s and/or the Authorised User’s access to and use of Horizon and any assets or information obtained from Horizon. Any such monitoring shall be solely for the purpose of ensuring compliance with these Horizon Terms, the respect of Diageo’s Intellectual Property Rights or other legitimate Diageo internal purposes. The Authorised User shall provide Diageo with all reasonable assistance in carrying out such monitoring. Diageo may collect any personal information submitted to it by the Authorised User and any User Representative ("Personal Information"), but shall not store, disclose, transfer or otherwise use such Personal Information except to enable the User Representative to use Horizon and to monitor the Authorized User's access to and use of Horizon. Diageo shall treat such Personal Information responsibly and take reasonable steps to maintain appropriate confidentiality and to prevent unlawful dissemination or misuse of such Personal Information. Any such monitoring shall not in any way affect any liability of the Authorised User arising under these Horizon Terms for any reason.
  5. Placing Information and Digital Assets on Horizon
    1. If requested by a Diageo Group Member, the Authorised User shall alter its methods of providing services to Diageo Group Members so as to integrate the use of Horizon into its processes for the provision of such services. For example, a Diageo Group Member may request that the Authorised User use Horizon to collaborate with Diageo Group Members in the creation of new Digital Assets. Such collaboration may include making Work in Progress and related information available in a restricted access area of Horizon.
    2. Unless agreed otherwise, the Authorised User shall, as directed by Diageo, either upload or supply for upload onto Horizon a copy (in such format agreed upon between the parties) of all works and materials created by or on behalf of the Authorised User for any Diageo Group Member, including without limitation Work in Progress. For all work other than Work in Progress, the Authorised User shall prepare information which may be used as Metadata for such works and materials. For the avoidance of doubt, these works and materials shall include any works or materials which are based on or are modifications to existing materials or assets of the Diageo Group, whether or not such existing materials or assets have been loaded onto Horizon as Digital Assets.
    3. The Authorised User shall ensure that each Digital Asset (other than Work in Progress) uploaded or supplied for upload onto Horizon by or on behalf of the Authorised User shall be accompanied by Metadata comprising such information and in such format as Diageo may require and warrants that all such Metadata shall be complete and accurate. Without prejudice to any other right or remedy of Diageo, the Authorised User shall promptly update or correct any such Metadata if at any time it becomes apparent that the Metadata is incomplete or inaccurate. In addition the Authorised User shall, if so requested, provide to Diageo an executed copy of all the documents under which the rights in each Digital Asset created by or on behalf of the Authorised User for any Diageo Group Member were acquired. Such documents shall be provided in an electronically scanned format or such other format as Diageo may reasonably stipulate.
    4. When compiling and uploading Metadata onto Horizon, the Authorised User shall comply with all applicable laws and regulations, including obligations under data protection laws in place in the territory in which the Materials are uploaded onto Horizon.
    5. The Authorised User hereby assigns (by way of a world-wide present assignment of future rights) all Intellectual Property Rights in the Metadata associated with any Digital Asset (to the extent that it is not a work made for hire) to the Diageo Group Member which is the owner of the brand to which that Media Asset relates. Where the relevant Diageo Group Member cannot be identified, the assignment shall be deemed to be made to whichever Diageo Group Member is nominated by Diageo. Diageo shall be entitled to reproduce, use, make available and modify the Metadata as it thinks fit, without any restriction always provided that the Authorised User shall not be responsible for any inaccuracy, error or omission introduced into the Metadata by or on behalf of Diageo.
    6. The Authorised User acknowledges that Horizon Content uploaded or supplied for upload onto Horizon by or on behalf of the Authorised User may be accessible by third parties. The Authorised User confirms that it shall not have any expectation of privacy with respect to any Horizon Content uploaded or supplied for upload onto Horizon by or on behalf of the Authorised User, save that in respect of Work in Progress and information relating to the development of any Digital Asset, the relevant Diageo Group Company shall create a restricted access area in Horizon for use during the development phase. Diageo shall take all reasonable steps to ensure that only those persons specified by Diageo Group Members shall have access to this area.
    7. The Authorised User confirms that Diageo Group Members and third parties requested by a Diageo Group Member to use a Media Asset created by or on behalf of the Authorised User shall be entitled to rely on the accuracy and completeness of the Metadata accompanying such Digital Asset.
    8. The Authorised User confirms that a Diageo Group Member shall be entitled to assume that any Horizon Content uploaded onto Horizon using the username of any User Representative of the Authorised User has been uploaded onto Horizon by or on behalf of the Authorised User.
    9. Diageo, any Diageo Group Member or any other Authorised User or User Representative of Horizon may from time to time request from the Authorised User a copy of any Off System Material held by the Authorised User. Without prejudice to any other restrictions advised to the Authorised User from time to time, the Authorised User shall not supply a copy of any Off System Material in response to any such request without first obtaining details of the proposed use of the Off System Material and ensuring that such use corresponds to the usage rights acquired from third parties in respect of such Off System Material.
  6. Intellectual Property Rights
    1. Nothing in these Horizon Terms shall give the Authorised User or any User Representative any rights to Horizon itself, any software, information, documentation or manuals relating thereto or Horizon Content except as expressly set out in these Horizon Terms.
  7. Authorised User’s Indemnity
    1. The Authorised User shall indemnify and keep indemnified each Diageo Group Member, each Authorised User and their respective directors and employees (each an “Indemnified Party”) against any and all claims, liabilities, damages, losses, and any and all third party claims and costs and/or expenses (including without limitation legal costs and expenses) incurred by an Indemnified Party in connection with:
      1. any breach by the Authorised User of its obligations under these terms and conditions;
      2. any negligence and/or misconduct by the Authorised User or its members of staff in relation to Horizon;
      3. any loss, corruption or damage to any Horizon Content caused by any act or omission of the Authorised User;
      4. any unauthorised use of Horizon or Horizon Content by the Authorised User, its User Representatives or its members of staff not expressly authorised by a Diageo Group Member;
      5. any third party claims alleging that use by the Indemnified Party of any Digital Asset (other than Work in Progress) uploaded or supplied for upload onto Horizon by or on behalf of the Authorised User exceeds the usage rights acquired from third parties in respect of the Media Asset, where such use corresponds to the associated Metadata but such Metadata is incorrect; and
      6. any third party claims alleging that use by the Indemnified Party of any Off System Material supplied by the Authorised User exceeds the usage rights granted by such third party in respect of that Off System Material, where such use corresponds to the intended use as notified to the Authorised User when the request for the Off System Material was made.
    2. Subject to Clause 7.3, in no event shall the Authorised User be liable for any special, indirect, consequential, punitive or exemplary damages, even if the Authorised User has been advised of the possibility of such loss or damages.
    3. The exclusions set out in Clause 7.2 shall not apply to sums for which the Authorised User is liable to indemnify Diageo pursuant to Clause 7.1 which have either been paid pursuant to a damages award by a competent court in respect of a third party claim or paid by Diageo (with the Authorised User’s prior written approval) in settlement of a third party claim.
    4. The indemnity in Clause 7.1 in respect of third party claims and any associated liabilities, damages, losses, costs and/or expenses (including without limitation legal costs and expenses) is conditional upon the Indemnified Party:
      1. promptly notifying the Authorised User of any actual or threatened claim;
      2. making no admissions without the Authorised User’s prior written consent; and
      3. allowing the Authorised User control over any negotiations or litigation and/or the defence or settlement of any claim and providing the Authorised User with all reasonable assistance in this respect (with the reasonable costs of such assistance to be paid by the Authorised User), including the right to conduct any negotiations or litigation in the name of the Indemnified Party.
    5. Where any claim or dispute arises in connection with any of the above, the Authorised User’s liability under Clause 7.1 shall be limited to the greater of (i) £5,000,000; or (ii) the amount of any cap on the Authorised User’s or its Affiliates’ liability under any agreement relating to the Authorised User’s or its Affiliates’ supply of services to any Diageo Group Member which is in force at the date of the claim or dispute. For the avoidance of doubt, this limit is not an aggregate but shall apply separately to each individual dispute or claim. Nothing in these Terms and Conditions shall limit any liability for death or personal injury or damage caused by the Authorised User’s negligence or any damage to Diageo’s trade marks caused by the Authorised User’s negligence.
  8. Diageo’s Warranties and Indemnity
    1. Diageo warrants that:
      1. it shall use its reasonable endeavours not to introduce any software virus or other contaminant (including, without limitation, bugs, worms, Trojan horses or any other self propagating or other such program) into Horizon that may infect, damage or corrupt the Authorised User's systems; and
      2. it has taken and shall continue to take all reasonable steps to ensure that Horizon is secure.
    2. Save as expressly set out in these Horizon Terms, Diageo gives no warranty nor representation, either express or implied, of any kind in respect of Horizon or the Horizon Content or their use.
    3. The Authorised User accepts that Diageo shall have no responsibility for any interruptions or capacity constraints affecting Horizon arising from any cause, including without limitation constraints arising from telecommunications networks or service providers and reasonable interruptions for testing, repair, maintenance and service integration.
    4. Diageo agrees to indemnify and keep indemnified the Authorised User and its Affiliates, and their respective directors and employees (each an “Authorised User”) against any and all claims, liabilities, damages and losses and any and all third party claims and costs and/or expenses (including without limitation legal costs and expenses) incurred by the Authorised User arising out of or in connection with:
      1. any breach by Diageo of its obligations under these Horizon Terms; and
      2. any third party claims alleging that use by Diageo of any Media Asset (other than Work in Progress) uploaded or supplied for upload onto Horizon by or on behalf of the Authorised User exceeds the usage rights acquired from third parties in respect of the Media Asset, where such use does not correspond to the associated Metadata and such Metadata is correct.
    5. Subject to Clause 8.6, in no event shall any Diageo Group Member be liable for any special, indirect, consequential, punitive or exemplary damages, even if the Diageo Group Member has been advised of the possibility of such loss or damages.
    6. The exclusions set out in Clause 8.5 shall not apply to sums for which Diageo is liable to indemnify the Authorised User pursuant to Clause 8.4 which have either been paid pursuant to a damages award by a competent court in respect of a third party claim or paid by an Authorised User (with Diageo’s prior written approval) in settlement of a third party claim.
    7. The indemnity in Clause 8.4 in respect of third party claims and any associated liabilities, damages, losses, costs and/or expenses (including without limitation legal costs and expenses) is conditional upon the Authorised User:
      1. promptly notifying Diageo of any actual or threatened claim;
      2. making no admissions without Diageo’s prior written consent; and
      3. allowing Diageo control over any negotiations or litigation and/or the defence or settlement of any claim and providing Diageo with all reasonable assistance in this respect (with the reasonable costs of such assistance to be paid by Diageo), including the right to conduct any negotiations or litigation in the name of the Authorised User.
    8. Where any claim or dispute arises in connection with any of the above, Diageo’s liability under Clause 8.4 shall be limited to the greater of (i) £5,000,000; or (ii) the amount of any cap on any Diageo Group Member’s liability under any agreement relating to the Authorised User’s or its Affiliates’ supply of services to any Diageo Group Member which is in force at the date of the claim or dispute. For the avoidance of doubt, this limit is not an aggregate but shall apply separately to each individual dispute or claim. Nothing in these Horizon Terms shall exclude or limit the liability of any Diageo Group Member in respect of death or personal injury caused by negligence of a Diageo Group Member.
  9. General
    1. Diageo does not endorse and is not responsible for any content of any website linked to or from any part of Horizon.
    2. If any provision of these Horizon Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Horizon Terms and the remainder of the provision in question shall not be affected.
    3. Diageo may modify these Horizon Terms by written notice to the Authorised User. The Authorised User shall be deemed to have accepted such modifications by continuing, or its Authorised Representatives continuing, to access and/or use Horizon. In the event that the Authorised User does not accept any modifications to Horizon User Terms, the Authorised User’s licence under Clause 3 shall terminate with immediate effect.
    4. The notice referred to in Clause 9.3 may be given by way of the logon screen for Horizon. The Horizon User Terms and any amendments to them may be accepted by the Authorised User by way of electronic signature including without limitation clicking any on-screen “Confirm” or similar button.
    5. he Authorised User’s rights and obligations under these Horizon Terms are personal to the Authorised User and the Authorised User shall not assign such rights or obligations without the prior written consent of Diageo.
    6. As and when requested by Diageo, the Authorised User shall, and shall procure that its members of staff shall, do all acts and execute all documents as may be reasonably necessary to give effect to the provisions of these Horizon Terms.
    7. In the event of any conflict between the provisions of these Horizon Terms and the provisions of any other contract between any member of the Diageo Group and the authorised User, the provisions of these Horizon Terms shall prevail to the extent of any such inconsistency.
    8. Any provision of these Horizon Terms may, in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999, be enforced by any Diageo Group Member.
    9. Except as provided in Clause 9.8, no provision of these Horizon Terms is intended to confer a benefit on, or to be enforceable by, any person other than Diageo or the Authorised User.
    10. It is expressly agreed that Diageo may rescind or vary these Horizon Terms without the consent of any person who has a right to enforce any part of these Horizon Terms, notwithstanding that such rescission or variation may extinguish or alter that person’s entitlement under that right (but without prejudice to any rights accrued prior to any such rescission or variation).
    11. Wherever these Horizon Terms require that notice, approval or consent be given in writing then such notice, approval or consent may be given by any of the following methods:
      1. by email, which in the case of communications with the Authorised User may be sent to any User Representative and in the case of communications with Diageo should be sent to such email address as Diageo may notify for this purpose from time to time;
      2. by post or fax to such addresses and fax numbers as the Authorised User and Diageo may notify to the other for this purpose from time to time; or
      3. by use of a log-on notice as referred to in Clause 9.4.
    12. These Horizon Terms are governed by English law. The courts of England are to have jurisdiction to settle any dispute in connection with these Horizon Terms. Any proceeding, suit or action arising out of or in connection with these Horizon Terms may therefore be brought in the English courts. Nothing in this Clause shall prevent either party from taking any proceedings, suit or action arising out of or in connection with these Horizon Terms in any other court or in the courts of more than one jurisdiction at the same time.

SCHEDULE

Diageo Horizon User Terms Diageo Horizon is a system for the development, archiving and management of digital assets, such as websites, mobile apps and social apps. These terms apply to use of Horizon by Diageo group employees and consultants and representatives of third party Authorised Users of Horizon. If you are a Diageo group employee any references to instructions and consent shall means instructions or consent given by your line manager.
  1. You shall comply with any Horizon security requirements, Horizon user manual and any instructions regarding use of Horizon notified to you from time to time by Diageo and any Authorised User you represent.
  2. You shall keep confidential and not disclose to any other person the password provided to you and take reasonable steps to prevent others from using your username and password.
  3. You shall not permit any other person to access or use Horizon.
  4. You shall immediately notify Infosys-Support@diageo.com if you become aware of or suspect that your password has become known to any other person.
  5. You shall immediately notify infosys-support@diageo.com if you become aware of or suspect any unauthorised access to or use of Horizon.
  6. You shall use Horizon and the assets and information available on it only in accordance with instructions from Diageo and any Authorised User you represent.
  7. You shall use any asset you obtain from Horizon strictly in accordance with the usage rights and restrictions on the use of that asset which are evident from Horizon or are otherwise notified to you.
  8. You shall not remove from any copy of any asset, whether on Horizon or once downloaded from Horizon, any copyright notice, watermark or other identifying or security technology, metadata or other information associated with that asset except with the prior consent of Diageo or the Authorised User you represent.
  9. ou acknowledge that Horizon content is considered to be the proprietary, confidential material of Diageo and may contain trade secrets. You shall treat Horizon information and assets as confidential unless instructed otherwise by Diageo or the Authorised User you represent.
  10. You shall not corrupt or interfere with the operation of Horizon or expose Horizon to any viruses, worms or any other computer code, files or programs which might interrupt, limit or interfere with the functionality of any computer software or hardware or telecommunications equipment.
  11. Diageo reserves the right to monitor (with the assistance of any person hosting Horizon for Diageo) your use of Horizon and any assets or information you obtain from Horizon. Any such monitoring shall be solely for the purpose of ensuring compliance with these User Terms, the respect of intellectual property rights or other legitimate Diageo internal processes.
  12. If you are a Diageo group employee, Diageo reserves the right to take disciplinary action against you if you do not comply with these User Terms.
  13. You shall immediately discontinue your use of Horizon on notice from Diageo or the Authorised User you represent.
  14. Diageo may modify these User Terms from time to time by notice to you. Notice may be given by way of the logon screen for Horizon. You shall be deemed to have accepted such modifications by continuing to access and/or use Horizon and/or by clicking any on screen “Confirm” or similar button.
  15. If you are a Diageo group employee these terms are governed by the same law and jurisdiction as your employment contract. If you are a representative of an Authorised User these terms are governed by English law and non-exclusive jurisdiction is given to the English courts.