Terms and Conditions
“Proprietary Process” means the methods, techniques, processes and procedures for securing and using information obtained about (as the case may be), Advisers, particular insurance products, services, the customer experience and perceptions and about other matters and things developed, used or applied by Beddoes and which are used by Beddoes in developing and producing the Adviser Discovery Platform, including, where applicable, analysing the information collected as part of the development and production of the Adviser Discovery Platform.
“Purpose” means the purpose of informing and guiding the Subscriber’s own strategic objectives and business activities.
“Third Party” means a person who is not a party to this Agreement.
All Intellectual Property Rights subsisting in the Adviser Discovery Platform is owned by Beddoes and is confidential to Beddoes.
Beddoes permits the Subscriber to make copies of parts of the Adviser Discovery Platform solely for the Purpose, provided that:
- the Subscriber must ensure that the Adviser Discovery Platform and any information contained therein, is not provided or disclosed to any Third Party without the prior express written permission of Beddoes; and
- the Subscriber hereby assigns ownership of all such copies of a Deliverable to Beddoes as an assignment of future property, which assignment will take place immediately on the making of such copy.
Licence of the Adviser Discovery PlatformIn consideration of compliance by the Subscriber with the terms of this Agreement and the payment of the applicable fee in full, Beddoes hereby grants to the Subscriber for the subscription period a non-exclusive, non-transferable, royalty-free licence to access, possess and use the Adviser Discovery Platform:
- provided by Beddoes to the Subscriber; and
- copies thereof which have been made by the Subscriber in accordance the Agreement;
For the avoidance of doubt, the right by the Subscriber and its employees to access and use the Adviser Discovery Platform will last only for so long as the subscription period.
Upon the expiry of the subscription period, or Subscriber ceasing to pay the relevant subscription fee, continued use of, and access to, the relevant Adviser Discovery Platform shall cease.
The Subscriber will ensure that all copies of the Adviser Discovery Platform are always kept in the possession of the Subscriber and not provided, disclosed or made available to any Third Party without the express written permission of Beddoes.
Acknowledgements and Agreements of the SubscriberThe Subscriber acknowledges and agrees:
- Beddoes has devised and developed certain aspects of the Proprietary Process;
- Beddoes has used the Proprietary Process to devise, develop and produce the Adviser Discovery Platform;
- as between Beddoes and the Subscriber, Beddoes is the owner of the Proprietary Process and Beddoes may use and otherwise deal with the Proprietary Process in any such manner as Beddoes, in its sole and absolute discretion, so determines;
- the Adviser Discovery Platform contains information which is confidential to Beddoes, and disclosure of such information otherwise than in accordance with the terms of this Agreement, will cause serious commercial damage to Beddoes and will substantially lessen the value of the Proprietary Process and that such damage or lessening of the value of the Proprietary Process to Beddoes cannot be adequately remedied by the awarding of damages;
- it will only use the Adviser Discovery Platform in the manner prescribed in this Agreement and that Beddoes has only agreed to provide the Subscriber with access to the Adviser Discovery Platform on the basis of the Subscriber’s agreement to use the Adviser Discovery Platform solely for the Purpose and strictly in accordance with this Agreement, and in particular; and
- notwithstanding any provision of the contrary to this Agreement, nothing in this Agreement is to be interpreted as restricting or in any way limiting the right of Beddoes to seek and obtain a temporary restraining order, an injunction, or other equitable relief to prevent or restrain breach of this Agreement directly or indirectly associated with the Subscriber.
Use of the Adviser Discovery Platform by the SubscriberThe Subscriber will not, without the prior written permission of Beddoes:
- disclose the Adviser Discovery Platform or any of its contents to an employee of the Subscriber without ensuring that the employee is informed in writing prior to such disclosure, of the restrictions imposed on use and further disclosure of that Deliverable;
- make the Adviser Discovery Platform available to any person or persons other than employees of the Subscriber;
- make the Adviser Discovery Platform available, under any circumstances, to any consultant to the Subscriber;
- disclose, use, make public or refer to, any information set out in the Adviser Discovery Platform in any way, in relation to, or connected with the promotion or marketing of the Subscriber;
- disclose, make public or refer to, any information set out in the Adviser Discovery Platform to the Media;
- disclose any information set out in the Adviser Discovery Platform (or provided in any way in connection with or related to the Adviser Discovery Platform) to any Third Party (whether orally, in writing or by any other means) or permit or assist in the use or disclosure of any of such information by or to any such Third Party; and
- use or in any other way deal with the Adviser Discovery Platform for any purpose other than the Purpose.
Further Restrictions on use of the Adviser Discovery Platform by the SubscriberThe Subscriber will procure that each of its employees and any other person who may (subject to Beddoes prior written approval) potentially have access to the Adviser Discovery Platform:
- prior to receiving such access, undertakes to comply with all applicable terms of this Agreement, as if such person was a party to this Agreement; and
- will maintain the confidentiality of any information contained in, or associated with or related to the Adviser Discovery Platform.
Limited Liability and Indemnity
Beddoes does not warrant or represent the performance, accuracy, reliability or continued availability of the Adviser Discovery Platform or that the Adviser Discovery Platform will be free from faults or errors and the Subscriber acknowledges and agrees that Beddoes has not made any such warranty or representation.
In addition, the Subscriber acknowledges and agrees that in respect of the Adviser Discovery Platform, Beddoes will obtain information from a variety of publically available sources, including government, corporate and other information providers and that the accuracy of such information is beyond Beddoes control and Beddoes makes no warranty as to the accuracy or completeness of such information.
The Subscriber indemnifies and will keep indemnified Beddoes and each of its directors, officers, employees, agents and contractors (those indemnified) from and against any and all liability, loss, harm, damage, cost or expense (including legal fees on a full indemnity basis and net of any GST input tax credits to which those indemnified are entitled) howsoever arising that those indemnified may suffer, incur or sustain as a result of:
- any breach of this Agreement (including material breach of any warranty given under this Agreement) by the Subscriber;
- the exercise by the Subscriber of any rights granted to the Subscriber under this Agreement; and
- the use by any person of the Adviser Discovery Platform (including misinterpretation, misunderstanding, misrepresentation or misuse of any Adviser Discovery Platform by the Subscriber or any other person).