Vulnerability Radar

Terms of Use

These terms and our Privacy Notice and Cookies Policy (together these “Terms”) apply to our relationship with you and, in particular, to your use, and use by your personnel, of our vulnerable customers self-assessment tool and associated services (or “Vulnerability Radar”, which is defined further below). Please read these Terms (including our Privacy Notice and Cookies Policy) carefully before using Vulnerability Radar.

These Terms explain who we are, how we provide services to you, how you and we may change or end our agreement, what to do if there is a problem and other important information.

Please note that we do not provide warranties for Vulnerability Radar. These Terms also limit our liability to you. Section 12 sets out these important terms and you should read them carefully.

1. WANT TO CONTACT US?

   1. If you have any questions about, or feedback on, our Terms or wish to make a complaint about our services, please get in touch with us at the contact details below, or by sending a message through our contact page at https://www.tisa.uk.com/contact-us/ If your enquiry is of a technical nature, please contact enquiries@tisa.uk.com.

      TISA, Dakota House, 25 Falcon Court, Preston Farm Business Park, Stockton-on-Tees TS18 3TX
      Telephone: 01642 666 999

2. KEY TERMS RELATING TO YOUR use of VULNERABILITY RADAR and our use of VC Data

   1. Our vulnerable customers self-assessment tool and associated services, including any associated websites, tools and documentation, (“Vulnerability Radar”) is designed to collect and facilitate the analysis and reporting of information about financial services organisations and firms (“Firms”), their treatment of United Kingdom resident vulnerable customers and approach to issues of vulnerability (“VC Data”).

   2. By uploading or otherwise providing or making available VC Data in connection with Vulnerability Radar, you agree that we can process and use it for the provision of Vulnerability Radar and the following purposes:

      1. providing you with commentary and feedback on and scoring your responses, providing coaching and guidance on actions you may wish to consider in order to improve your performance, and tracking and reporting on any changes you record in your practices over time (“Response Content”);
      2. analysing, reviewing, investigating and profiling the VC Data to: identify practices and trends in the market; make recommendations; and research, prepare and publish thought leadership content, insights into the treatment of vulnerable customers and reports, publications and other content based on, derived from, or otherwise associated with Vulnerability Radar or the VC Data (“Outputs”); and
      3. monitoring performance and diagnostics and improving Vulnerability Radar and our services.

   3. Unless otherwise requested by you in writing (including by email), we will ensure that any Outputs that are disclosed or made available to the public that incorporate any of your VC Data incorporate it in anonymised form so that you are not identifiable from or in relation to it.

   4. We may provide access to VC Data:

      1. to our IT service providers, including our technology partner Altus Limited (“Altus”), for the purposes of administering, hosting, maintaining and supporting Vulnerability Radar and the VC Data, which may require access to VC Data in non-anonymised form. Altus is a private limited company, registered in England and Wales under company number 05558586, having its registered office at Royal Mead, 4/5a Railway Place, Bath, BA1 1SR; and
      2. subject to Section 2.3, to carefully selected third parties for the purposes of the production of Outputs, which access will be restricted to anonymised data unless otherwise instructed by you in writing (including by email).

   5. Except as otherwise expressly set out in these Terms:

      1. Vulnerability Radar is only provided for use by, and may only be used by, companies (as defined in section 1 of the Companies Act 2006);
      2. we have no control over the content or accuracy of VC Data or other information provided by any user of Vulnerability Radar, including Firms or other third parties;
      3. we do not guarantee that the VC Data or any other information collected through or in connection with Vulnerability Radar, or any Outputs are up to date, complete or accurate (at any time);
      4. to the extent we or any third party issues any Output as a result of use of the Vulnerability Radar or the grant of access to VC Data, this will be for information purposes only, and is not intended to constitute advice in relation to any specific situation. Neither Vulnerability Radar nor any subsequent Output has been, or will be, produced to meet the individual requirements of any individual person, including any TISA member, Firm, user of Vulnerability Radar, regulator, industry body, or the general public and it is your responsibility to satisfy yourself prior to using Vulnerability Radar and / or any Output that such use is suitable for your purpose(s); and

      5. whilst we will use reasonable endeavours to ensure that any Output produced by us will be compiled with reasonable professional diligence, neither we nor any third party nor any of our or their respective directors, officers, employees, partners, shareholders, affiliates, associates, members, representatives or agents accept any responsibility for the truth, accuracy or completeness of any Output, and do not make any representation or warranty, express or implied, as to the truth, accuracy or completeness of any Output, and shall not be liable to any person for any loss or damage whatsoever or howsoever arising in connection with use of Vulnerability Radar or any associated Output (including acting or refraining to act in reliance on Vulnerability Radar and / or any Output or on any decision based on it),

         and we accept no liability for inaccuracies or omissions in the Response Content or other information provided or made available through Vulnerability Radar, or for any Output or activities based thereon. You should confirm the accuracy, completeness and suitability of any Output or other information obtained through or in connection with your use of Vulnerability Radar (including Response Content issued through Vulnerability Radar) before using or relying on it.

   6. Your access to and use of Vulnerability Radar is granted for the sole purpose of your providing VC Data relating to you and receiving from us through Vulnerability Radar the feedback, guidance, scores and information we provide in connection with that data (“Permitted Purpose”).

   7. You will ensure that all access to and use of Vulnerability Radar by you or on your behalf is:

      1. by your personnel expressly authorised by you to access and use it (“Authorised Users”); and
      2. at all times in compliance with these Terms and the Permitted Purpose.

   8. You agree to be responsible for the acts and omissions of your Authorised Users, and to ensure they comply with these Terms.

   9. You are granted a licence to use, copy and adapt any Response Content for your own internal business purposes.  Any other commercial exploitation, including publication of the Response Content in whole or in part, or any derivative of or from it, for the purposes of offering it for sale, is expressly prohibited.

3. TERMS

   1. These Terms, including our Privacy Notice and Cookies Policy, as amended and supplemented by us from time to time, comprise the agreement between you and The Investing and Saving Alliance (“TISA”, “we”, “us”) in relation to your access to and use of Vulnerability Radar, the Response Content and any Outputs.

      Our company details
      The Investing and Saving Alliance is a private company limited by guarantee registered in England and Wales under company number 03548792. Our registered office is at Dakota House 25 Falcon Court, Preston Farm Business Park, Stockton-On-Tees, Cleveland, TS18 3TX.

4. By ticking the relevant box at the point of registration of your account on Vulnerability Radar, you acknowledge that you have read and understood and agree to be bound by these Terms as varied or supplemented by us from time to time. These Terms do not create any relationship or agreement between you and any other person (including any TISA member, Firm or any of our third party service providers). These Terms will be effective from the date that you first accept them (“Effective Date”).

5. You represent, warrant and undertake that:

   1. you are validly incorporated and subsisting in accordance with all applicable laws, regulations, rules and other legislation and requirements of any relevant court or regulatory authority that have the force of law (“Applicable Laws”) in your place of incorporation;
   2. you have full capacity and authority to enter into these Terms and perform your obligations under them;
   3. the person signifying your agreement to these Terms is authorised to do so on your behalf (and they individually acknowledge that if they are not so authorised they may not so accept these Terms);
   4. your use of Vulnerability radar and the provision by you to us of VC Data will not constitute a breach of any Applicable Laws to which you are subject;
   5. the information provided by you on registering to use Vulnerability Radar is correct and accurate and is not misleading in any material respect and you will promptly update it as required so that it remains correct and accurate; and

   6. you will use reasonable endeavours to ensure the VC Data you provide in connection with your use of Vulnerability Radar:

      1. is accurate and complete (where it states facts); and
      2. is genuinely held (where it states opinions).

6. PERMISSION TO USE VULNERABILITY RADAR

   1. Subject to you complying with these Terms, we grant you a limited, non-exclusive, non-assignable, non-transferable license to access and use Vulnerability Radar, the Response Content and any Outputs.

7. access

   1. You will implement and maintain appropriate technical and organisational measures to restrict access to and use of Vulnerability Radar and the data obtained through it to relevant Authorised Users. If we give you any security keys, tokens, authentication keys, password or similar that you need to use Vulnerability Radar (“Keys”), you agree to keep them secret and to not let anyone else access, acquire or use them or to sell or otherwise transfer them. You will be liable for any losses that result from non-compliance with this Section 5, including unauthorised disclosure or misuse of Keys by your Authorised Users.
   2. Where you, an Authorised User, or your systems cause (or where we believe you or they may cause or have caused) a detrimental impact upon the performance or security of Vulnerability Radar (an “Incident”), we may suspend your access without notice and without liability. If you can demonstrate to our reasonable satisfaction that the Incident has been resolved, we may reinstate your access although we also reserve the right not to do so.
   3. If we believe it is appropriate, we may use technology to detect, prevent or limit the impact of any Incident. This may include or result in us restricting, throttling or suspending your access to Vulnerability Radar at our discretion.
   4. Where a material issue arises, and we consider it reasonable and practicable in the circumstances to do so, we will use reasonable endeavours to give you notice of it. If we believe it is appropriate, we will also give you a reasonable period to resolve the Incident.

8. Acceptable Use Policy

   1. When accessing or using Vulnerability Radar, you must not:

      1. Use it in any way that doesn’t comply with any Applicable Law.
      2. Use it in any way that is deceiving or fraudulent or has any fraudulent purpose or effect.
      3. Use it to access or interfere with another Firm or person’s account or information, impersonate another Firm or person, or create or use a false identity or email address.

      4. Use it to harm or attempt to harm any other person in any way or include or promote in any VC Data:

         1. content which is defamatory of any person;
         2. content which is obscene, offensive, hateful or inflammatory or which is likely to harass, upset, embarrass, alarm or annoy any other person;
         3. content that is, or is reasonably likely to be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
         4. sexually explicit content, violence or any illegal activity;
         5. discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
         6. content that infringes any copyright, database right, trade mark or other intellectual property of any other person or advocate, or promotes or assists any unlawful act including copyright infringement and computer misuse;
         7. content in breach of any legal duty owed to a third party (for example where it is confidential information);
         8. content likely to deceive any person or that does or can be used to impersonate any person, or to misrepresent your identity or affiliation with any person; or
         9. content that gives the impression that it emanates from us or another person, if this is not the case.

      5. Use it in any way that competes with or replicates any TISA service.

      6. Use it in any way as part of any protest or dispute.

      7. Use it in any way for marketing or publicity that portrays TISA in a negative manner.

      8. Do or omit to do anything, including implementing any features or business practices, that causes (or may reasonably cause) any harm or damage to any user of any TISA service or application.

      9. Do anything yourself, or do anything that causes or enables anyone else, to directly or indirectly violate the rights of TISA, Altus or any third party (including any copyright, patent, trademark, privacy, publicity or other proprietary right of any person or entity), or breach any Applicable Law.

      10. Upload any content containing personal data (except for the purposes of providing the contact details of your representative(s) as part of your registration to use Vulnerability Radar or updating that information) or do anything that violates the privacy rights of any person.

      11. Knowingly transmit any data, send or upload any material that is corrupt or contains viruses, Trojan horses, worms, logic-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware or perform any act that would cause our website to become unavailable for use by others (including via any form of denial-of service attack).

      12. Reverse engineer, decompile or disassemble Vulnerability Radar, except and only to the extent that Applicable Law expressly permits, despite this limitation.

      13. Use it in any way that threatens the integrity, performance, security or reliability of Vulnerability Radar, including performance or stress testing, or in any manner that works around any technical limitations or security features of Vulnerability Radar.

      14. Interfere with or disrupt services or servers or networks used to host or otherwise connected to Vulnerability Radar.

   2. Linking to our website:

      1. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
      2. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
      3. You must not establish a link to our website in any website that is not owned by you or that does not comply in all respects with the content standards set out in this Acceptable Use Policy.
      4. Our website must not be framed on any other site, nor may you create a link to any part of our website other than the home page.
      5. We reserve the right to withdraw linking permission without notice.

9. MAINTENANCE AND SUPPORT

   1. We may provide you with support for Vulnerability Radar. However, we are not obliged to do so and any support we do provide is on a “reasonable endeavours” basis and is not guaranteed.
   2. We will use commercially reasonable endeavours to make Vulnerability Radar available 24 hours a day, seven days a week, except for periods of downtime necessary for maintenance and security update purposes. We will endeavour to communicate any material periods of unavailability of Vulnerability Radar in advance.

10. Security and Data

    1. You must ensure that your networks, operating systems and the software of your web servers, databases, and computer systems are properly configured to securely access and use Vulnerability Radar.
    2. We and our third party IT service providers may collect and use data relating to your access to and use of Vulnerability Radar, and VC Data, for the purposes of monitoring performance and diagnostics and improving our services and to confirm that you are complying with these Terms.

11. DATA PROTECTION

    1. In this Section 9 the expressions “personal data”, “processing” (and “process”) have the meanings given to them in the applicable data protection law and a reference to “applicable data protection law” includes: (i) the Data Protection Act 1998; the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any laws or regulations implementing Council Directives 95/46/EC or 2002/58/EC; (ii) the General Data Protection Regulation (EU) (2016/679) (“GDPR”) and/or any corresponding or equivalent national laws or regulations, once in force and applicable; and (iii) any mandatory guidance, guidelines or codes of practice relating to the processing of personal data, as applicable to you or us.
    2. You will ensure, in respect of all personal data provided or made available by you or on your behalf to us, that prior to the provision or making available of that personal data you have provided to the relevant data subjects all privacy information that is required to be provided by under Articles 13 and 14 of the GDPR (as applicable) so as to ensure its collection and processing, and the processing by us and our service providers in connection with Vulnerability Radar and our ongoing relationship is in compliance with applicable data protection law.

12. Suitability, Accuracy and Non-reliance on Information

    1. You are responsible for ensuring that your use of, and how you interface with, access and use Vulnerability Radar and any information you obtain through your use of it meets your own business requirements.
    2. Any information provided to you as part of Vulnerability Radar is only as accurate, complete and up to date as the information supplied to us by you, users of Vulnerability Radar, Firms and other third parties we use to obtain this information. We do not check the information we receive from third parties for accuracy or completeness and, in particular, we do not assume responsibility for the accuracy of information provided by Firms.
    3. We cannot and do not guarantee that Vulnerability Radar, or any content on it or provided as part of our Vulnerability Radar services, will always be available, uninterrupted or error free.

13. INTELLECTUAL PROPERTY

    1. You acknowledge that all intellectual property rights within or relating to Vulnerability Radar (including any information accessible through it) are owned by or licensed to TISA and nothing within these Terms will transfer any of these intellectual property rights to you. All content on Vulnerability Radar is subject to copyright with all rights reserved. The software comprised in Vulnerability Radar is licensed to TISA by Altus.
    2. Images, trade marks and brands are protected by intellectual property laws and may not be reproduced or appropriated in any manner without permission of their respective owners.
    3. You must not remove any acknowledgement that we or any of our contributors is the author of any website content or any content we provide to you as part of the Vulnerability Radar services.
    4. You may download as a PDF file or print or screen grab information produced by or displayed through Vulnerability Radar for information only, provided that any such copy has attached to it the relevant proprietary notices and/or disclaimers. Any material downloaded or otherwise obtained through Vulnerability Radar is done at your own discretion and risk and you are solely responsible for any damage to your computer system or device or loss of data that results from the download of any such material.
    5. You must not modify, adapt, copy, download or post material from Vulnerability Radar nor store any part of Vulnerability Radar in any other website or app or include it in any public or private electronic retrieval system.
    6. You must not use any illustrations, photographs, video or audio sequences or any graphics from Vulnerability Radar separately from any accompanying text or explanation.
    7. If you print off, copy, download or post to social media any part of Vulnerability Radar in breach of these Terms you must, at our option, return, destroy or procure the deletion of any copies of the materials you have made.

14. Liability

    1. We provide Vulnerability Radar free of charge on an “as is” basis and “as available” with no warranties, express or implied, of any kind. We do not warrant or guarantee that Vulnerability Radar will function without interruption or errors. To the fullest extent permissible under Applicable Law, we disclaim all warranties and representations, including any implied warranties of fitness for a particular purpose, title, accuracy of data and non-infringement.
    2. Although we take all reasonable steps to protect our systems using virus checking software, please note that any content downloaded from our website or apps is at your own risk. We do not accept liability for any loss or damage that you suffer as a result of any distributed denial-of- service or other cyber attacks, computer viruses, Trojan horses, worms, software bombs or other malicious code or damaging items resulting from your use of Vulnerability Radar. You are responsible for protecting your computer systems and other devices from exposure to viruses by the use of anti-virus software, firewalls and other appropriate technical measures necessary.

    3. Nothing in these Terms excludes or limits either party’s liability for:

       1. death or personal injury arising from its negligence;
       2. fraud or fraudulent misrepresentation;
       3. any duties or liabilities that party owes to the other party under the Financial Services and Markets Act 2000 or the rules of the Financial Conduct Authority; or
       4. any other liability that cannot be excluded or limited under Applicable Law.

    4. Subject to Section 12.3, we will not be liable to you or any third party for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

       1. use of, inability to use or unavailability of Vulnerability Radar;
       2. subject to Section 12.6 below, any products, VC Data, Outputs, Response Content, information or services accessed or obtained, or derived from, or messages received (or transactions entered into using or in reliance on any of the foregoing); or from any services obtained or accessed, through Vulnerability Radar including use of or reliance on any content displayed on or made available through Vulnerability Radar;
       3. unauthorised access to or alteration of your transmissions; or
       4. any inaccuracy or incompleteness of any information (including VC Data) received by you or by us through Vulnerability Radar.

    5. Subject to Section 12.3, we shall not in any circumstances be liable to you or any other person for:

       1. indirect, special or consequential loss or damage; or
       2. any loss of profits, turnover, revenue, business opportunities or anticipated savings, or damage to goodwill (in each case whether direct or indirect).

    6. Subject to Section 12.3, our total aggregate liability for all losses and/or damage suffered or incurred by you arising out of or in connection with these Terms or the use of Vulnerability Radar, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, will be limited to £100 (one hundred pounds Sterling).

15. TERMINATION

    1. The duration of these Terms will commence on the date that you first agree to these Terms and will continue until terminated in accordance with the following provisions of this Section 13.
    2. If you no longer wish to access Vulnerability Radar services you can close your account by visiting the ‘My Account’ section and clicking on ‘Delete Account’. Please note that this will terminate our agreement pursuant to these Terms and, once deleted, your account cannot be recovered.

    3. We may suspend your access to Vulnerability Radar without notice to you if you are not (or we believe you are not) complying with these Terms. We may also terminate these Terms without liability:

       1. for convenience by providing thirty days’ written notice to you;
       2. if you are the subject of any complaint, action, investigation or notice alleging a breach of the Bribery Act 2010 including any successor legislation and any other applicable UK legislation relating to anti-bribery, fraudulent acts or corruption (“Bribery Laws”);
       3. if we believe you are in breach of any of your obligations under these Terms relating to confidentiality, security, data protection or compliance with Applicable Law; or
       4. if a regulatory authority notifies us that we are required to terminate these Terms or we consider we need to do so in order for us to comply with Applicable Law.

    4. Either party is entitled to terminate these Terms:

       1. by thirty days’ written notice if the other party undergoes a direct or indirect change of control;
       2. immediately by written notice if the other party commits a material breach (which shall include a series of breaches or persistent breaches which together amount to a material breach) of these Terms which is incapable of remedy or which is capable of remedy but is not remedied within 20 days after receipt of written notice to the other party; or

       3. one of the following events, each an “Insolvency Event”, occurs in relation to a party:

          1. a notice is issued to convene a meeting for the purpose of passing a resolution to wind it up, or such a resolution is passed other than a resolution for its solvent reconstruction or reorganisation;
          2. a resolution is passed by its directors to seeking a winding up or a petition for a winding up order is presented against it, or such an order is made;
          3. a receiver, administrative receiver, receiver and manager, interim receiver, custodian, sequestrator, administrator or similar officer is appointed to manage that party or a substantial part of its assets, or a notice of intention to appoint an administrator is filed in respect of that party, or an encumbrancer enforces its security, or any distress, attachment, sequestration or execution or other similar process affects any of its assets and is not discharged within 14 days;
          4. a proposal for voluntary arrangement is made in relation to it under Part 1 of the Insolvency Act 1986;
          5. any step or event is taken or arises outside the United Kingdom which is similar or analogous to any of the steps or events listed at (a) to (d) above;
          6. it takes any step (including starting negotiations) with a view to readjusting, rescheduling or deferring any part of its indebtedness, or it proposes or makes any general assignment, composition or arrangement with or for the benefit of all or some of its creditors (other than for the sole purpose of a solvent amalgamation or solvent reconstruction), or it makes or suspends or threatens to suspend making payments to all or some of its creditors (other than where such payments are the subject of a bona fide dispute) or it submits to any type of voluntary arrangement;
          7. it is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
          8. it suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

    5. Upon termination, you must immediately cease use of Vulnerability Radar.

    6. After termination of this agreement we will continue to hold a copy of the VC Data uploaded, provided or otherwise made available by you in accordance with our retention policies. Unless otherwise agreed by you (acting reasonably) we shall not use that VC Data in Outputs or to prepare, research or conduct any analysis, profiles, Outputs or other work (“Work”), other than Work involving historic comparisons, change or trend data where the VC Data was used in relation to relevant earlier Work. Notwithstanding the foregoing we shall be entitled to continue to use the VC Data in Work that we commenced work on, or completed, prior to that date (and any Work directly related thereto).

    7. We may discontinue Vulnerability Radar at any time for any reason. If we decide to do so, we will endeavour to give you notice in advance and these Terms shall terminate on the date of such discontinuance.

    8. The provisions of Sections 9 (Data Protection), 11 (Intellectual Property Right), 12 (Liability), 13.5 and 13.6 (Obligations and rights on termination), 14.2 and 14.3 (Notices), 15 (General) and 16 (Dealing with Disputes) shall survive termination or expiry of these Terms. Termination or expiry of these Terms shall not affect any accrued rights or liabilities of the parties under these Terms.

16. Notices, Making changes to our terms or VULNERABILITY RADAR

    1. We may change these Terms or the configuration or functionality of Vulnerability Radar at any time. If we change these Terms, we will let you know by sending you an email notification and/or requiring you to accept the updates the next time you log into Vulnerability Radar. If you do not agree to the updated Terms your access to Vulnerability Radar will be suspended after a period of time that will be notified to you along with the relevant updates. For changes that do not affect your rights or obligations under these Terms and that constitute a mere update of information, we may choose to not notify you directly. Please check our website from time to time to take notice of any updates made to the information here.
    2. Notices for our attention should be sent to enquiries\@tisa.uk.com. Any notice given by you by email will be deemed received by us 24 hours from the date of delivery, or if that time falls on a weekend or public holiday in the UK, at 9.30 am on the next business day, if sent to the correct address (and provided no notice of delivery failure is received by you); any other notices given by you shall be deemed to have been validly given: (a) on the date of delivery, if delivered by hand or prepaid courier; or (b) three (3) business days after posting if sent by prepaid first class post in the UK. Notices delivered by hand, prepaid courier or post must be addressed and sent or delivered to our registered office.
    3. You agree that any notice or other communication may be given by us by email or posted on our website at https://www.tisa.uk.com/tisa-vulnerable-customers-self-assessment/ and this will comply with any legal requirement for such communications to be in writing. Any such notice will be deemed received by you 24 hours after email delivery if sent to the correct address and if no notice of delivery failure is received or posted on our website.

17. GENERAL

    1. The headings used in these Terms are for convenience only and shall not affect their interpretation.
    2. In these Terms, unless specified otherwise: references to Sections are to sections of these Terms; use of the singular includes the plural; use of any gender is deemed to include every gender; any reference to a person (which for the purposes of these Terms includes a natural person, body corporate, unincorporated association, partnership, government, government agency or department, statutory body and any other entity) shall include that person’s successors and permitted assigns; and use of the words “other”, “includes” or “including” is to be construed without limitation to the meaning or generality of the preceding words.
    3. We shall not be liable for any delay or failure to provide Vulnerability Radar or otherwise perform our obligations under these Terms if the delay or failure is caused by circumstances beyond our reasonable control including strikes, lock-outs or other industrial disputes (whether involving our workforce or that of any other person), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any Applicable Law, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
    4. Each party shall keep confidential these Terms and all information and documentation including information concerning the business or trade secrets, know-how or methods obtained from the other party in connection with these Terms both before and after the Effective Date (“Confidential Information”). Neither party may use any Confidential Information for any purpose other than in complying with its obligations under these Terms, or disclose any Confidential Information to any person other than its officers and employees, except to the extent it is necessary for the purpose of performing its obligations under, or as expressly permitted by, these Terms.
    5. Section 15.4 shall not apply to Confidential Information of a party which the recipient can show to the disclosing party's reasonable satisfaction: (i) was known to the recipient (without obligation to keep the same confidential) at the date of its disclosure; (ii) is after the date of disclosure lawfully acquired by the recipient in good faith from an independent third party who is not subject to any obligation of confidentiality in respect of such Confidential Information; (iii) in its entirety was at the time of disclosure or has become public knowledge otherwise than by reason of the recipient's neglect or breach of the restrictions set out in these Terms or any other agreement; (iv) is independently developed by the recipient without access to any or all of the disclosing party's Confidential Information; or (v) is required by law, judicial action, recognised stock exchange, governmental department or agency or other regulatory authority to be disclosed in which event the recipient shall take all reasonable steps to consult and take into account the reasonable requirements of the other party in relation to such disclosure.
    6. Each party shall comply with applicable Bribery Laws, and each shall procure that all of that party’s personnel, subcontractors and all others associated with that party, involved in performing services for or on behalf of that party or otherwise involved with these Agreement, so comply. Each party shall immediately notify the other party as soon as it becomes aware of a breach of any of the requirements in this Section 15.6.
    7. Nothing in these Terms and no action taken by the parties pursuant to these Terms shall constitute or be deemed to constitute a partnership, association, joint venture or other co-operative entity between the parties and neither you nor we shall have any authority to bind the other in any way except as provided in these Terms. Nothing in these Terms is intended to confer on any person any right to enforce any term of these Terms which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
    8. Except as expressly provided in these Terms the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
    9. Each of the provisions of these Terms (or part of any provision) is severable. If any such provision is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction that shall not affect the legality, validity or enforceability of the other provisions of these Terms. The provision itself shall apply with the minimum modification necessary to make it legal, valid and enforceable.
    10. No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    11. You may not assign, transfer, charge or deal in any way with the benefit of, or any rights under or interest in these Terms; or sub-contract all or any of your obligations under these Terms. We may assign the benefit of, and any of our rights under, these Terms together with any cause of action arising in connection with any of them to our successor in title, any of our affiliates or to any purchaser or transferee from us or any of them.
    12. These Terms constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You confirm that in entering into these Terms you are not relying on any warranties, representations, covenants undertakings, indemnities, promises, forecasts or other statements whatsoever, whether written or oral (and whether implied or otherwise) made before your entry into these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms. Nothing in this Section shall limit or exclude any liability for fraud.
    13. Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

18. DEALING WITH DISPUTES

    1. We will both use reasonable endeavours to promptly resolve any disputes between us. If any dispute is not resolved within 30 days of it being raised in writing by a party with the other party, either party refer the dispute to the English courts for final determination in accordance with Section 16.2. Nothing in this Section 16.1 will limit your or our right to commence proceedings to obtain injunctive or other interlocutory relief against the other at any time.
    2. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and shall be subject to the exclusive jurisdiction of the English courts.