Terms of Use

2. GRANT AND SCOPE OF LICENCE

• 2.1.

  In consideration of you agreeing to abide by these Terms of Use, we hereby grant to you a non-exclusive, non-transferable, personal licence to use the Platform on the terms set out in these Terms of Use and in accordance with the instructions ofour Customer.

• 2.2.

  In order to access the Platform, as agent of our Customer, we will provide you with a username (which shall be the email address provided to us). As part of your registration process, we will email you a link for you to set your password. You will only be granted access to the content of the Platform once you have set your password.

• 2.3.

  You may only use the Platform:

• 2.3.1.

  for your internal business purposes in relation to the Transaction;

• 2.3.2.

  in accordance with the scope of use determined by our Customer.

• 2.4.

  We may in our absolute discretion, at any time and without liability to you:

• 2.4.1.

  withdraw our consent (with or without prior notice) for you to access and use the Platform;

• 2.4.2.

  reset the password you have selected;

• 2.4.3.

  alter the functionality of the Platform which you are permitted to access.

3. CONFIDENTIALITY AND DATA PROTECTION

• 3.1.

  You shall keep all the information contained in the Platform secret and confidential and not use the information or in any way disclose it to any other person except for the purposes of the due diligence exercise related to the Transaction.

• 3.2.

  You will comply with all applicable data protection legislation and rules in relation to the content on the Platform.

• 3.3.

  For the purposes of applicable data protection legislation, the following will apply:

• 3.3.1.

  in respect of personal data held on the Platform, the Customer will usually be the controller and we will be the processor of such data. Your company will either be a controller or processor of such data, depending on what you have agreed with our Customer;

• 3.3.2.

  in respect of personal data you upload to the Platform, your company will be the controller of that data, the Customer will usually be the processor and we will be its sub-processor;

• 3.3.3.

  in respect of personal data provided by you for logins and customer support enquiries, the Customer will be the controller and we will be its processor.

• 3.4.

  You agree that the following terms will apply to personal data on the Platform where you are processor of such data, in addition to your company’s obligations under applicable data protection legislation and any agreement you may have with our Customer. You will:

• 3.4.1.

  process personal data only on the documented written instructions of the controller of that  data unless you or your  company  are required by applicable law to process personal data, in which case you shall promptly notify   us   before   performing   such   processing   unless prohibited by applicable law

• 3.4.2.

  not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:

• 3.4.2.1.

  appropriate safeguards have been provided in relation to the transfer;

• 3.4.2.2.

  the data subject has enforceable rights and effective legal remedies;

• 3.4.2.3.

  an adequate level of protection applies to any personal data that is transferred; and

• 3.4.2.4.

  you   comply   with   reasonable   instructions   notified   to   it   in advance by the controller of such personal data with respect to the processing of such data;

• 3.4.3.

  assist us, at our cost, in responding to any request from a data subject and in ensuring compliance with our obligations under the Data Protection Legislation   with   respect   to   security,   breach   notifications,   impactassessments and consultations with supervisory authorities or regulators;

• 3.4.4.

  notify us without undue delay on becoming aware of a personal data breach;

• 3.4.5.

  delete personal data and copies thereof on termination of the Transaction unless required by applicable law to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use);

• 3.4.6.

  maintain complete and accurate records and information to demonstrate your compliance with this clause 3.;

• 3.4.7.

  ensure that you have in place appropriate technical and organisationalmeasures   to   protect   against   unauthorised   or   unlawful   processing   ofpersonal data and against accidental loss or destruction of, or damage to,personal   data,   appropriate   to   the   harm   that   might   result   from   theunauthorised or unlawful processing or accidental loss, destruction ordamage and the nature of the data to be protected, having regard to thestate of technological development and the cost of implementing anymeasures (those measures may include, where appropriate, logging offthe Platform when not in use, securing your password and ensuring theprotection of downloaded versions of the data);

• 3.4.8.

  give your general consent on behalf of your company to us appointing third-party processors of personal data which you may upload. A list of third-party   processors   can   be   found   at   www.livediligence.com.   We confirm that we have entered or (as the case may be) will enter with the third-party   processor   into   a   written   agreement   on   that   third   party's standard terms of business. We shall remain fully liable for all acts or omissions relating to the processing of personal data of any third-party processor appointed by it pursuant to this clause 3.4.8 to the extent that the third-party processor breaches its standard terms of business.

• 3.5.

  You agree not to upload special categories of personal data (as defined in thedata protection legislation) to the Platform without our express written consent.

• 3.6.

  We may, at any time on not less than 30 days' notice, revise this clause 3. byreplacing it with any applicable standard clauses or similar terms forming part ofan applicable certification scheme.

• 3.7.

  Our privacy policy will apply to any personal data which we hold on the Platformor which is used to enable or facilitate user logins and/or support requests.

4. RESTRICTIONS

• 4.1.

  Except as expressly set out in these Terms of Use or as permitted by law, you shall not:

• 4.1.1.

  attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or

• 4.1.2.

  attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or

• 4.1.3.

  access all or any part of the Platform or related documentation in order to build a product or service which competes with the Platform; or

• 4.1.4.

  resell the Platform or its functionality to third parties; or

• 4.1.5.

  license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party; or

• 4.1.6.

  attempt to obtain, or assist third parties in obtaining, access to the Platform except where they are legitimate users of the Platform.

• 4.2.

  You shall not use, or allow the Platform to be used, in any manner that:

• 4.2.1.

  violates,   or   encourages   the   violation   of,   the   legal   rights   of   others(including,  without  limitation, intellectual property or other proprietary rights);

• 4.2.2.

  is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

• 4.2.3.

  facilitates, promotes or encourages illegal activity;

• 4.2.4.

  depicts sexually explicit images

• 4.2.5.

  promotes unlawful violence;

• 4.2.6.

  is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;

• 4.2.7.

  has a purpose or effect which is unlawful, invasive, infringing, defamatory or fraudulent (for example, this may include phishing, creating a pyramid scheme or mirroring a website);

• 4.2.8.

  is otherwise illegal or causes damage or injury to any person or property;

• 4.2.9.

  interferes with the use of, or disables, the Platform, or the equipment used to make available the Platform, or the operations of our 3rd party suppliers;

• 4.2.10.

  generates,   distributes,   publishes   or   facilitates   unsolicited   mass   email, promotions, advertisings or other solicitations (“spam”).

• 4.3.

  You may not use the Platform to knowingly transmit or introduce any data, send or upload any material that contains viruses, Trojan horses, worms, time-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 which is technologically harmful.

5. INTELLECTUAL PROPERTY RIGHTS

• 5.1.

  You acknowledge that all intellectual property rights in the Platform throughout the world belong to us or our licensors, that rights in the Platform are licensed (not sold) to you, and that you have no rights in, or to, the Platform other than theright to use the Platform in accordance with these Terms of Use.

• 5.2.

  Uploading of content to the Platform shall not affect ownership of any intellectual property rights in the content uploaded.

6. INTELLECTUAL PROPERTY RIGHTS

• 6.1.

  You acknowledge that all intellectual property rights in the Platform throughout the world belong to us or our licensors, that rights in the Platform are licensed (not sold) to you, and that you have no rights in, or to, the Platform other than theright to use the Platform in accordance with these Terms of Use.

• 6.1.1.

  your use of the Platform which violates any law or regulation;

• 6.1.2.

  any or all materials you upload to or data or other content you post on the Platform infringing any intellectual property rights of any third party or in breach of clause 4.2.; or

• 6.1.3.

  unauthorized disclosure or use of the content of Platform or any part of it by you.

7. LIMITATION OF LIABILITY AND DISCLAIMERS

• 7.1.

  Nothing in these Terms of Use excludes our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.

• 7.2.

  Subject to clause 7.1.:

• 7.2.1.

  we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms of Use or in connection with the Platform and your use of the Platform; and

• 7.2.2.

  our   total   aggregate   liability   in   contract,   tort   (including   negligence   orbreach   of   statutory   duty),   misrepresentation,   restitution   or   otherwise,however arising under  these Terms of Use or in connection with thePlatform and your use of the Platform shall be limited £1,000.

• 7.3.

  We give no warranty whatsoever in relation to the Platform, its functionality, availability or otherwise. In particular (but without limitation), we do not warrant that:

• 7.3.1.

  your use of the Platform will be uninterrupted or error-free; or

• 7.3.2.

  that the Platform and/or the information obtained by you through the Platform will meet your requirements.

• 7.4.

  We will not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the use of the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

• 7.5.

  While we do our best to ensure a high level of availability, you acknowledge that the servers upon which the Platform is made available are provided by third party suppliers and are consequently outside our control.  We shall accordingly have no liability whatsoever for any delays, delivery failures, or any other loss or damage arising out of the acts, omissions, defaults or failures of our suppliers and/or licensors.

• 7.6.

  While our licensors take certain precautions to detect computer viruses and ensure security, we cannot guarantee that the Platform (including its content) is virus-free and secure, and we shall not be liable for any loss or damage which occurs as a result of any virus or breach of security. We recommend that you protect your computer systems from exposure to viruses by the use of anti-virus software, firewalls and any other technical measures which you consider necessary.

• 7.7.

  We give no warranty as to the compatibility of the Platform (including its content) with your computer systems, software and/or hardware.

• 7.8.

  Except as expressly set out in these Terms of Use, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded.

8. TERMINATION

• 8.1.

  We may terminate your use of the Platform at any time without notice or liability where we consider we have good reason to do so.  This may include where the Transaction has completed or been terminated for any reason, where we have been asked to do so by the Customer or where you are in breach of these Terms of Use

• 8.2.

  Upon termination for any reason:

• 8.2.1.

  all rights granted to you under these Terms of Use shall cease;

• 8.2.2.

  you must cease all activities authorized by these Terms of Use;

• 8.3.

  Upon termination by reason of the Customer asking us to terminate your rights to use the Platform or where you are in breach of these Terms of Use, you must immediately:

• 8.3.1.

  irretrievably delete all hard copies of content downloaded; and

• 8.3.2.

  delete all electronic and other copies from any computers, storage devices and other storage media, of any and all materials printed and / or downloaded from the Platform.

9. OTHER IMPORTANT TERMS

• 9.1.

  We shall not be liable for any failure, any suspension or any termination of access to the Platform by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemic or default of suppliers or sub-contractors.

• 9.2.

  We may transfer our rights and obligations under these Terms of Use to another organization.

• 9.3.

  You may only transfer your rights or your obligations under these Terms of Use to another person if we agree in writing in advance.

• 9.4.

  These Terms of Use constitutes the entire agreement between you and us regarding your use of the Platform. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in these Terms of Use.

• 9.5.

  Each of the clauses of these Terms of Use operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, they will be deleted and the remaining conditions will remain in full force and effect.

• 9.6.

  These Terms of Use are governed by the law of England and Wales. You and we both agree that the courts of England and Wales will have exclusive jurisdiction in relation to these Terms of Use and any dispute arising out of, or in relation to, them.

• 9.7.

  We may terminate your use of the Platform at any time without notice or liability where we consider we have good reason to do so.  This may include where the Transaction has completed or been terminated for any reason, where we have been asked to do so by the Customer or where you are in breach of these Terms of Use