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Defaqto Star Rating Agreement

We are Defaqto Limited, Company No 02870220 registered in England with our registered office at Financial Research Centre, Pegasus Way, Haddenham, Aylesbury, Buckinghamshire, HP17 8LJ, United Kingdom (and we refer to ourselves as "Defaqto", “we” or “us” or “our” in this document). We own and operate the Star Rating Toolkit which provides important information relating to obtaining and using your Defaqto Licensed Materials including the Defaqto Rating Logos.

Before you can access the Star Rating Toolkit you must read these Conditions carefully and accept as an authorised representative and on behalf of the Licensee the terms of these Conditions. If you do not accept these Conditions, you will not be able to access the Star Rating Toolkit or use the Defaqto Licensed Materials.

 “Licensee”, “You”, “you”, and “your” all mean the organisation as named in the Star Rating Confirmation of whom any human individual who is reading these terms and conditions or accessing the Star Rating Toolkit is an authorised representative.

The web link (“Uniform Resource Locator” or “url”) through which you have accessed these Conditions has been provided by us and is unique to you. That url was provided within your Star Rating Confirmation (as defined below). Your acceptance of these Conditions will be logged and notified to us and you will be bound by the Conditions from the date of such acceptance.

Please read these Conditions carefully as they set out the rights and responsibilities of you and us.

By accessing or using the Star Rating Toolkit or by using any facilities or services made available through it including the Defaqto Rating Logo, you are agreeing to be bound by the terms of the overall agreement between you and us. The “Agreement” made between you and us consists of the following:

(a)   the Star Rating Confirmation;

(b)   these Conditions; and

(c)   the contents of the Star Rating Toolkit.

If there is any conflict or ambiguity between the terms of the documents listed above, a term contained in a document higher in the list shall have priority over one contained in a document lower in the list.

Definitions

These Conditions supplement the email you will have received regarding your use of the Defaqto Licensed Materials (the “Star Rating Confirmation”) which contains the details of your “Named Product(s)”, “Commencement Date”, “Defaqto Licensed Materials”,  “Licence Fee” and the name of the “Licensee” of whom you are an authorised representative. Those definitions contained in the Star Rating Confirmation are hereby incorporated within these Conditions.

Agreed Purposes

Correspondence between the Licensee and Defaqto in relation to the Defaqto Licensed Materials.

Amendment

An amendment or alteration to the Named Product
as further described in clause 2.

Amended Named Product

A Named Product that has been subject to an Amendment or
which Defaqto reasonably believes no longer meets the Defaqto Rating.

Conditions

These terms and conditions set out in clause 1 to clause 13 (inclusive).

Data Discloser

A party that discloses Shared Personal Data to the other party.

Data Protection Legislation

All applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018 or any successor legislation and any other directly applicable European Union regulation relating to data protection and privacy.

Defaqto Licensed Materials

This is made up of any or all of the following; the Defaqto Rating, Defaqto Rating Logo, Defaqto Multi-year Rating Logo, Defaqto Rating Text, Defaqto Multi-year Rating Text and Defaqto Product Factsheet as set out in the Star Rating Confirmation which will state which of these shall be licensed by the Licensee and for which Named Product.

Defaqto Multi-year Rating Logo

This is the mark or device given to represent the Defaqto Rating achieved by the Named Product over a number of years in accordance with the Agreement.

Defaqto Multi-year Rating Text

This is the form of words given to represent the Defaqto Multi-year Rating in non-graphical contents submitted by the Licensee to Defaqto and approved in accordance with clause 3.1.

Defaqto Product Factsheet

This is a dated product factsheet in electronic form detailing features of the Named Product which may be used by the Licensee for internal and external purposes, for the period as defined within the Licence Fee, unless terminated in accordance with clause 4. Defaqto accepts no liability for the accuracy of the Defaqto Product Factsheet.

Defaqto Rating

This is a rating allocated by Defaqto to products or policies in the United Kingdom financial services market based on a number of criteria selected by Defaqto at its sole discretion. Defaqto allows providers whose products achieve a rating to use a set of agreed marks, the Defaqto Rating Logo and the Defaqto Rating Text.

Defaqto Rating Logo

This is the mark or device given to represent the Defaqto Rating graphically an electronic copy of which will be supplied by Defaqto. Please refer to the Guide for further details on this.

Defaqto Rating Text

This is the form of words given to represent the Defaqto Rating in non-graphical contents submitted by the Licensee to Defaqto and approved in accordance with clause 3.1.

Guide

The guidance titled “Guide to your Star Rating” that is hereby incorporated into this Agreement, will be accessible upon the Licensee’s acceptance of these terms and conditions and will contain information and guidance that the Licensee must adhere to when using the Defaqto Licensed Materials.

Initial Refresh Date

The next 31st January following the Commencement Date.

Licence Fee

The fee due in respect of the granting of this Agreement as specified in the Star Rating Confirmation email.

Licensee Materials

The information including any supporting documents, policies and other materials used to describe and explain any of the Licensee’s financial products.

Named Product

This is one or more specific product, policy and/or contract which has been given a Defaqto Rating and which is specifically covered by this Agreement. The Named Product and Defaqto Rating achieved and covered by this Agreement is contained in the Star Rating Confirmation. A reference to a Named Product is a reference to all Named Products within the applicable Star Rating Confirmation.


Permitted Recipients

The parties to this Agreement, the employees of each party, and any third parties engaged to perform obligations in connection with this Agreement.

Shared Personal Data

The personal data to be shared between the parties under clause 10.1 of this Agreement. Shared Personal Data shall be confined to emails addresses and phone numbers of representatives of both parties.

Star
Rating Toolkit

This is the toolkit accessed through the link sent to you by Defaqto when you license a particular Star Rating.

Validation Fee

10% of the Licence Fee per Named Product.

Interpretation

a)     a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

b)    any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

c)     a reference to writing or written includes emails; and

d)    controller, processor, data subject, personal data, processing and appropriate technical and organisational measures shall have the meaning as set out in the Data Protection Legislation in force at the time.

1        The Licence

1.1      In consideration of the Licence Fee paid by the Licensee to Defaqto, Defaqto grants the Licensee a worldwide, revocable, non-exclusive licence for the term of this Agreement to use the Defaqto Licensed Materials in electronic, printed or other forms of advertising and promotion material as laid out in this Agreement.

1.2      The licence granted pursuant to this Agreement is in respect of the specific product, policy, contract or service listed as the Named Product and it does not extend to any other products, policies, contracts or services offered by the Licensee or any of its subsidiaries or partners.

1.3      The Agreement applies to the Named Product only as constituted and constructed at the Commencement Date. If a Licensee requests Defaqto to reassess a Defaqto Rating Defaqto reserves the right to charge a Validation Fee to the Licensee.  

1.4      Defaqto will review the Defaqto Rating achieved by the Named Product prior to the Initial Refresh Date and each anniversary thereof (the “Refresh Dates”).  Defaqto will provide an updated Defaqto Rating Logo reflecting any changes to the Defaqto Rating.

1.5        Defaqto reserves the right to review the Defaqto Rating achieved by the Named Product during the term of this Agreement. Where there is an alteration that results in the Defaqto Rating achieved by the Named Fund changing, Licensee has the option of:

1.5.1       replacing the existing Defaqto Rating Logo and Defaqto Rating Text with new Defaqto Rating Logo and Defaqto Rating Text reflecting the amended Defaqto Rating, in which case Defaqto will provide a new Defaqto Rating Logo; or

 1.5.2       if the Licensee does not elect to update the Defaqto Rating Logo and the Defaqto Rating Text, Defaqto may invoke its right to terminate under clause 4.2.2.

1.6      Where any alteration or change is made to the Named Product during the term of this Agreement the licence will be deemed suspended but may be reactivated pursuant to clause 2.5.

1.7      The Licensee may sub-licence the licence granted under clause 1.1 to third parties for the purposes of marketing and publicising the Named Product.

1.8      The Licensee shall not:

1.8.1      use the Defaqto Licensed Materials in any way except as permitted in the Star Rating Toolkit;

1.8.2      sub-license, assign or novate the benefit or burden of this licence in whole or in part except as provided for in clause 1.5; or

1.8.3      deal in any other manner with any or all of its rights and obligations under this Agreement, without the prior written consent of Defaqto.

2        Amendments to Named Products

2.1      Any alteration (however minor) made to a Named Product will be considered to have been altered for the purposes of clause 1.4.

2.2      An Amendment to the Named Product shall be assumed to have been made as at the date that the alteration or amendment occurred.

2.3      Immediately upon any Amendment to a Named Product the Licensee shall make a request to Defaqto in writing to review an Amended Named Product provided that it is substantially similar to the Named Product it has derived from. The Licensee shall send such a request to signoff@defaqto.com with full details of the Amendment and the Named Product to which it relates.

2.4      Upon receipt of details of the Amendment in accordance with clause 2.3, Defaqto shall review the Amended Named Product and confirm (at its sole discretion) whether the Amended Named Product is deemed to have a Defaqto Rating and the level of such a rating (if any) within 10 business days.

2.5      Where Defaqto considers in its sole discretion that an Amended Named Product has the same Defaqto Rating as granted to the original Named Product, the Licensee shall be notified in writing via email whereupon the Amended Named Product shall be deemed to be the Named Product for the purposes of this Agreement and this Agreement will no longer be deemed suspended pursuant to clause 1.4.

2.6      Where Defaqto considers in its sole discretion that an Amended Named Product does not meet the same Defaqto Rating as the original Named Product or that the Amended Named Product is not substantially similar to the original Named Product, Defaqto may terminate this Agreement in accordance with clause 4.

3        Licensee Obligations & Restricted Acts

3.1      The Licensee shall use and shall procure that the Defaqto Licensed Materials are used in accordance with the specifications and descriptive literature and all other materials as set out in the Star Rating Toolkit, or with any other statement as notified in writing from Defaqto to the Licensee.

3.2      The Licensee shall not make any adjustment to the Defaqto Licensed Materials without Defaqto’s prior written consent.

3.3      The licence granted in accordance with this Agreement and its terms do not apply to any other products or services of the Licensee or of other parties. Neither the Licensee nor any other party may use the Defaqto Licensed Materials for any services or products other than the Named Product unless such other services or products are granted a separate licence by Defaqto.

3.4      The Licensee shall not use the Defaqto Licensed Materials in a way that might imply that the Defaqto Licensed Materials applies to any other financial product other than the Named Product and shall ensure that the Defaqto Licensed Materials is used in such a way that it is obvious to any consumer that it applies to the Named Product only.

3.5      The Licensee shall comply with the specifications, standards, and directions relating to the Defaqto Licensed Materials, including the promotion, distribution and marketing in accordance with the Star Rating Toolkit and as notified in writing by Defaqto from time to time.

3.6      The Licensee shall promptly provide Defaqto with copies of all external communications relating to the Defaqto Licensed Materials with any regulatory, industry or other authority.

3.7      The Licensee undertakes to ensure that its advertising, marketing and promotion of Licensed Products shall in no way reduce or diminish the reputation, image or prestige of Defaqto or the Defaqto Licensed Materials.

3.8      Any goodwill derived from the use by the Licensee of the Defaqto Licensed Materials shall accrue to Defaqto. Defaqto may, at any time, call for a document confirming the assignment of that goodwill and the Licensee shall immediately execute it.

3.9        Where the Defaqto rating changes either at the Initial Refresh Date, a Refresh Date, or at any other time pursuant to clause 1.5 and the Agreement is not terminated, Licensee shall at its own cost replace in all literature and promotional material any reference to the legacy Defaqto Rating, Defaqto Rating Logo, and Defaqto Rating Text with updated references to the new Defaqto Rating, Defaqto Rating Logo, and Defaqto Rating Text.

3.10     When updating references to the Defaqto Rating, Defaqto Rating Logo, and Defaqto Rating Text, pursuant to clause 3.9 the Licensee shall:

3.10.1     replace all items in electronic media as soon as reasonably practicable and in any event within 7 days of the rating change; and

3.10.2    shall use reasonable endeavours to ensure that all undistributed materials are withdrawn within 30 days of the rating change.

4        Term

4.1       This Agreement shall commence on the Commencement Date and continue until terminated in accordance with the terms of this agreement.

4.2        Either party may terminate this agreement by giving at least 90 days’ written notice to the other party, such termination to take effect at the Initial Refresh Date or the subsequent Refresh Date.

4.3       Without affecting any other right or remedy available to it, Defaqto may terminate this Agreement with immediate effect by giving written notice to the Licensee if:

4.3.1       the Licensee fails to pay any amount due under this Agreement on the due date;

4.3.2       Defaqto considers, in its sole discretion, that an Amended Named Product does not meet the same Defaqto Rating as the original Named Product or that the Amended Named Product is not substantially similar to the original Named Product;

4.3.3       the Licensee commits a material breach of any term of this Agreement and such breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of five days after being notified to do so;

4.3.4       the Licensee repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

4.3.5       the Licensee suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

4.3.6       the Licensee commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise and/or arrangement with any of its creditors;

4.3.7       a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Licensee;

4.3.8       the Licensee suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

4.3.9       there is a change of control of the Licensee (within the meaning of section 1124 of the Corporation Tax Act 2010); or

4.3.10       the Licensee challenges the validity of any of the Defaqto Licensed Materials.

4.4       For the purposes of clause 4.3.3, material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from:

4.4.1       a substantial portion of this Agreement; or

4.4.2       any of the obligations set out in clauses 3.1 to 3.5 (inclusive); over the term of the Agreement. In deciding whether any breach is material, no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

4.5       On expiry or termination of this Agreement for any reason and subject to any express provisions set out elsewhere in this Agreement:

4.5.1       all outstanding sums payable by the Licensee to the Defaqto shall immediately become due and payable;

4.5.2       all rights and licences granted pursuant to this Agreement shall cease;

4.5.3       the Licensee shall immediately cease to use the Defaqto Licensed Materials generally and on new literature or reprints of existing literature, cease to make any reference to the Defaqto Licensed Materials in relation to the Named Product.

4.6       Fees paid by the Licensee under this Agreement are non-refundable. 

4.7       Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

4.8       Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

4.9       In considering the removal of the Defaqto Licensed Materials upon termination of this Agreement, the Licensee will remove all items from electronic media as soon as reasonably practicable (but within no more than 7 days) and will use its best endeavours to ensure that undistributed materials are disposed of as soon as is reasonably practicable including shredding confidential documents within 30 days.

5        Intellectual Property Rights

5.1       Defaqto and its licensors shall retain ownership of the Defaqto Licensed Materials. Nothing in this Agreement is intended to transfer of Defaqto's Intellectual Property Rights in the Defaqto Licensed Materials to the Licensee, which shall remain the property of Defaqto and its licensors (if any).

5.2       The Licensee grants Defaqto a fully paid-up, perpetual, irrevocable, worldwide, non-exclusive, royalty-free, licence to copy and modify the Licensee Materials for the purpose of providing services to the Licensee and Defaqto's other customers and clients.

5.3       This Agreement does not grant any rights to the Licensee to use any of Defaqto's copyright design and trademarks, except for those explicitly provided for in this Agreement. Separate written permission must be sought from Defaqto for any use of any other such material.

5.4       The Licensee shall permit Defaqto sight of any material containing the Defaqto Licensed Materials, at Defaqto's request, to check the use of the Defaqto Licensed Materials at all reasonable times and intervals.

5.5       The Licensee shall immediately notify Defaqto in writing, giving full particulars if any of the following matters come to its attention:

5.5.1       any actual, suspected or threatened infringement of Defaqto's Intellectual Property Rights;

5.5.2       any actual or threatened claim that Defaqto's Intellectual Property Rights are invalid;

5.5.3       any actual or threatened opposition to Defaqto's Intellectual Property Rights;

5.5.4       any claim made or threatened that the use of Defaqto's Intellectual Property Rights infringes the rights of any third party;

5.5.5       any person applies for, or is granted, a registered trade mark by reason of which that person may be, or has been, granted rights which conflict with any of the rights granted to the Licensee under this Agreement; or

5.5.6       any other form of attack, charge or claim to which Defaqto's Intellectual Property Rights may be subject.

5.6       In respect of any of the matters listed in clause 5.5:

5.6.1       Defaqto shall, in its absolute discretion, decide what action if any to take;

5.6.2       Defaqto shall have exclusive control over, and conduct of, all claims and proceedings;

5.6.3        the Licensee shall not make any admissions, other than to Defaqto, and shall provide Defaqto with all assistance that it may reasonably require in the conduct of any claims or proceedings; and

5.6.4       Defaqto shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for its own account.

5.7       The provisions of section 30 of the Trade Marks Act 1994 (or equivalent legislation in any jurisdiction) are expressly excluded.

6        Subscription Fee

6.1       The Licensee will pay the Licence Fee and the Validation Fee (if applicable) in the amounts and at the times specified in the invoices issued in respect of this Agreement. Defaqto shall invoice the Licensee annually in advance of the Initial Refresh Date and each Refresh Date thereafter until expiry or termination of this Agreement.

6.2       All sums payable under this Agreement are exclusive of VAT.

6.3       Without prejudice to Defaqto's right to terminate otherwise under this Agreement, if any fee or any other sum due from the Licensee remains unpaid for 14 days, Defaqto may suspend this Agreement until payment is made without further liability or refund of any fees.

6.4       Defaqto reserves the right to charge interest at the rate of 3% above National Westminster Bank Plc's base rate for the time being in force on overdue amounts.

6.5       The Licensee agrees that all amounts due under this Agreement shall be paid in full without any set-off, deduction or withholding other than as required by law and the Licensee shall not be entitled to assert any credit, set-off or counterclaim against Defaqto in order to justify withholding payment of any such amount in whole or in part.

6.6        Defaqto reserves the right, on not less than 120 days’ written notice, to increase the Licence Fee at any time during the term of this Agreement. The increase shall take effect from the Initial Refresh Date or next Refresh Date after the relevant increase.

7        Confidentiality

7.1      The Licensee undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of Defaqto, except as permitted by clause 7.2.

7.2      The Licensee may disclose Defaqto’s confidential information:

7.2.1      to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 7.2; and

7.2.2      as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

7.3      The Licensee shall not use Defaqto’s confidential information for any purpose other than to perform its obligations under the Agreement.

8        Liability

8.1     To the fullest extent permitted by law, Defaqto shall not be liable to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising from the Licensee's exercise of the rights granted to it under this Agreement.

8.2     The Licensee acknowledges and accepts that Defaqto makes no representation or warranty as to the accuracy or validity of the Defaqto Licensed Materials and accepts no liability whatsoever for any claim made by a customer of the Licensee’s seeking to rely on the Defaqto Licensed Materials.

8.3     The Licensee shall indemnify Defaqto against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Defaqto arising out of or in connection with:

8.3.1     the Licensee's breach or negligent performance or non-performance of this Agreement, including any claim relating to the misuse of the Defaqto Licensed Materials supplied or put into use by the Licensee;

8.3.2     any third party claim relating to the Named Product made by one of more of the Licensee’s customers; or

8.3.3     the enforcement of this Agreement.

8.4     Subject to clause 8.1, Defaqto’s total liability under this Agreement, whether in contract, tort (including without limitation negligence), statute or otherwise, shall not exceed the lower of £25,000 or 125% of the Licence Fee.

9        General

9.1     Entire agreement. The Agreement 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.

9.2     Variation. No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

9.3     Assignment. Neither party may assign or otherwise transfer this Agreement or any of its rights and obligations without the other’s prior written consent.

9.4     Sub-licenses. The Licensee may sub-licence the use of the benefits and rights granted by this licence to any member of its group of companies, provided that the sub-licence is on the same terms as this Agreement for the Named Product and the Licensee gives notice to Defaqto of its intent to grant each sub-licence and following grant provides a copy of each sub-licence to Defaqto. In this Agreement, “group” means the Licensee and any other company which is a subsidiary of, or a holding company of, or another subsidiary of a holding company of, the Licensee, as the terms “subsidiary” and “holding company” are defined in Section 1162 of the Companies Act 2006 (amended). 

9.5     Waiver.

9.5.1     A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

9.5.2     A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

9.6     Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 9.6 shall not affect the validity and enforceability of the rest of the Agreement.

10     Data Protection

10.1     Shared Personal Data. This clause sets out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the “Data Discloser”) will regularly disclose to the other party, Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

10.2     Effect of non-compliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this Agreement with immediate effect.

10.3     Particular obligations relating to data sharing. Each party shall:

10.3.1     ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;

10.3.2     give full information to any data subject whose personal data may be processed under this Agreement of the nature of such processing. This includes giving notice that, on the termination of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

10.3.3     process the Shared Personal Data only for the Agreed Purposes;

10.3.4      not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

10.3.5      ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this Agreement;

10.3.6     ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;

10.3.7     not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:

10.3.8     complies with the provisions of Articles 26 of the General Data Protection Regulation (in the event the third party is a joint controller); and

10.3.9     ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.

10.4     Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

10.4.1     consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

10.4.2     promptly inform the other party about the receipt of any data subject access request;

10.4.3     provide the other party with reasonable assistance in complying with any data subject access request;

10.4.4     not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;

10.4.5     assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

10.4.6     notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

10.4.7     at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Agreement unless required by law to store the personal data;

10.4.8     use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

10.4.9     maintain complete and accurate records and information to demonstrate its compliance with this clause 10; and

10.4.10     provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.

11    Notices

11.1      Notices under this Agreement shall be in writing and may be delivered by email, first class post, or by hand, and addressed to the party concerned at its registered office or principal place of business.

11.2      Email notices shall be deemed delivered when sent to the recipient's email address specified in the Confirmation email, or another address supplied for notice purposes, as notified to the other party in writing from time to time. Notices delivered by hand shall be deemed to have been served at the time of delivery and notices sent by post shall be deemed to have been received 48 hours after posting, whether or not the notice is actually delivered or returned to the sender.  In proving service by post, it shall only be necessary to prove that the communication was contained in an envelope which was duly addressed and posted in accordance with this clause.

12     Third Party Rights

12.1      Except for any party to whom the Licensee has sub-licensed the benefits and rights granted under this Agreement in accordance with clause 9.4, a person who is not a party to this Agreement has no right under the Contracts (Right of Third Parties) Act 1999 (“Act”) to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

13     Applicable Law

13.1      The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the laws of England and Wales.

13.2      Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.

By accepting these terms and conditions, you confirm that you have the authority of the Licensee to accept and agree that the Licensee is hereby bound by these terms and conditions.

Terms & Conditions