TISAtech EULA

INTRODUCTION

TISAtech Limited is a company incorporated in England and Wales, company No.12699835 whose registered office is at Dakota House 25 Falcon Court, Preston Farm Industrial Estate, Stockton On Tees, United Kingdom, TS18 3TX (“TISAtech“).

TISAtech provides services to TISAtech Members via the TISAtech Platform. This EULA shall apply to the TISAtech Platform and will be binding on a TISAtech Member upon Subscription to the Services.

The TISAtech Platform incorporates the TDH Platform operated by The Disruption House Limited (“TDH“). By agreeing to the terms of this EULA, and by using the Services, you are also agreeing to the terms of TDH’s Fintech EULA or Financial Institution EULA, which will be binding on TISAtech Member between the TISAtech Member and TDH.

If you do not agree to this EULA, or any of the terms referenced herein, you should not access the TISAtech Platform or use the Services.

1 DEFINITIONS

1.1        The following definitions and rules of interpretation apply to this EULA:

Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity.

Authorised User” means any employee, contractor or director of TISAtech Member who is authorised by TISAtech Member to access and use the TISAtech Platform. Authorised Users will be identified by TISAtech Member to TISAtech;

Applicable Taxes” means the sales, use, consumption, goods and services, and value-added taxes applicable to the TISAtech Platform, except taxes imposed on our income;

Business Day” means any day other than a Saturday, Sunday or a public or bank holiday in England;

Content” means TISAtech Member’s data uploaded, generated, stored, or transmitted by TISAtech Member to TISAtech, as a part of TISAtech Member’s use of the Services;

Data Protection Laws” means the Data Protection Act 2018 and GDPR (as amended or replaced from time to time), and any applicable data privacy or other data protection laws or regulations which are otherwise applicable to our Services provided hereunder;

Disclosing Party” means the relevant Party disclosing Confidential Information to the Recipient Party;

Documentation” means all written, electronic, online, and other documentation provided or made available by TISAtech to TISAtech Member under this EULA relating to the Services, including the Website Terms of Use and Privacy Policy, as may be updated from time to time;

Fees” means the fees and charges specified in Section 10;

Financial Institution” shall have the meaning defined by the Financial Conduct Authority;

Fintech Company(ies)” means companies providing technology-enabled financial innovation and support to business and consumers;

Force Majeure” means any event preventing a party from performing any or all of its obligations under this EULA which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the Party so prevented, including, without limitation, nationalisation, expropriation or other governmental actions; any change of law or regulation; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry (including changes in market rules); postal or other strikes, lock-outs or other industrial disputes (whether involving the workforce of the Party so prevented or of any other party), act of terrorism or of God, epidemic, pandemic, fire, flood, storm, war, riot, civil commotion, malicious damage; failure or breakdown in communications, computer facilities or software; and default of suppliers or sub-contractors;

GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation);

Insolvency Event” means the occurrence, in respect of either Party, of any of the following events: (a) it enters into a composition or arrangement or convenes a meeting of its creditors; (b) a receiver, administrative receiver or a liquidator is appointed; (c) an order made or resolution passed for its administration or winding-up; (d) it ceases or threatens to cease to carry on business or suspends or threatens to suspend payment of any of its debts or is deemed by statutory provision to be unable to pay its debts as and when they fall due; (e) it makes a voluntary arrangement or composition with or for the benefit of its creditors; or (f) it allows, permits or does anything analogous to any of the foregoing events under applicable law;

“Intellectual Property Rights” means copyrights (including, without limitation, the exclusive right to use, reproduce, modify, distribute, publicly display, and publicly perform the copyrighted work), trademark rights (including rights in, without limitation, trade names, trademarks, service marks, and trade dress), patent rights (including, without limitation, (i) all rights worldwide in patent applications, any patents issuing therefrom, and all provisional rights with respect to patent applications, (ii) all rights worldwide in any improvements, substitutions, divisionals, patents of addition, continuations, continuations-in-part, reissues, renewals, registrations, confirmations, re-examinations, extensions, supplementary protection certificates, term extensions (under applicable patent law or regulation or other law or regulation), and certificates of invention of any patents or patent applications, and (iii) all rights worldwide to exploit any of the foregoing), know-how, trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, all other intellectual property rights as may exist now and/or hereafter come into existence, and all renewals and extensions thereof, regardless of whether such rights arise under the law of the United Kingdom or any other state, country, region, or jurisdiction;

Loss(es)” includes, but is not limited to any liabilities, losses, fines, penalties damages, costs, claims, charges, demands, obligations, expenses of any kind whatsoever and reasonable legal fees;

Parties” means you and us;

Party” means you or us;  

Recipient Party” means the relevant Party receiving Confidential Information;

Representatives(s)” means a director, officer, employee, agent or consultant of TISAtech;

Services” means access to the TISAtech Platform, which incorporates the TDH’s Platform, Documentation and any associated software for the purpose of providing the services set out in this EULA and provided to the TISAtech Member that has agreed to this EULA;

Subscription” means the subscription for use of the Services in accordance with this EULA;

Termination Date” means the date of termination of this EULA howsoever arising;

Termination Event” means the occurrence at any time with respect to either Party of any of the following events: (a) it is required by applicable law or by any competent regulatory authority to terminate this EULA; (b) it is subject to an Insolvency Event; (c) it is in material breach of this EULA and (if remediable) has failed to make good such breach within 20 Business Days of receipt of written notice from the other Party requiring it to do so; (d) it is affected by an event of Force Majeure which persists for 20 Business Days; (e) it ceases to have the necessary regulatory authorisation or permission to carry on its business under this EULA, (f) the other Party repeatedly breaches any of the terms of this EULA; or (g) the other Party fails to pay any amount due under this EULA on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

TDH” means The Disruption House Limited (“TDH“), a company incorporated and registered in England and Wales with company number 09377477 whose registered office is at 2nd Floor Regis House, 45 King William Street, London, United Kingdom, EC4R 9AN, which will provide the Services jointly with TISAtech;

TDH Services” means the services that TDH provides to  TISAtech Member as selected by the TISAtech Member as more fully described in Schedule B;

TISAtech Platform” means the platform provided by TISAtech via TISAtech website (https://www.tisa.uk.com/tisatech/) under this EULA and delivered online;

TISAtech Members” means Fintech Companies and Financial Institutions or their Authorised User who are authorised to use the Services, for whom Subscriptions to the Services have been purchased, and who have been supplied user identifications and passwords by us. For the avoidance of doubt, TISAtech Members hold Subscriptions for Services from TISAtech and are not “members” (as defined in The Companies Act 2006) of TISAtech;

you” and “yours” means TISAtech Member; and

we“, “us” or “our” means TISAtech Limited.

1.2        A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3        Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2  RELATIONSHIP

2.1        The relationship between you and us is as described in this EULA. Nothing in this EULA, none of the Services provided hereunder, nor any other matter shall give rise to any fiduciary or equitable duties which would prevent or hinder us or any of our Representatives from performing Services for you or any other of person. By signing this EULA you hereby acknowledge that to the extent legally possible any and all such fiduciary duties and obligations, which might otherwise arise under such an EULA, shall be waived.

3           TERM

3.1        This EULA will be effective on the date of the Subscription and continue for a period of 12 months (the “Initial Period“).

3.2        Following expiry of the Initial Period, this Agreement shall renew for subsequent periods of 12 months (each being a “Renewal Period“) unless terminated by either Party by written notice given to the other at least 30 days prior to the expiry of the then current Initial Period or Renewal Period (as applicable).

3.3        Without affecting any other right or remedy available to it, if at any time a Termination Event with respect to a Party has occurred, the other Party may, by written notice specifying the relevant Termination Event, designate a Termination Date not earlier than the day such notice is effective.

3.4        On termination of this EULA, you shall pay within 30 days of termination:

3.4.1   our Fees and expenses due up to the Termination Date; and

3.4.2   any additional expenses necessarily incurred by us in terminating this EULA, and you shall bear any losses necessarily realised in settling or concluding outstanding obligations.

3.5        In the event you terminate this EULA for any reason part way through a Service period the full Fee for such Service period will still be due.

3.6        Notwithstanding any other provision of this EULA, this EULA shall terminate without liability on our part and termination of this EULA shall not affect any accrued rights or remedies, existing commitments or any contractual provision, express or implied intended to survive termination.

4  SERVICES

4.1        The Services will be provided to you pursuant to the terms of this EULA.

4.2        We will provide access to the TISAtech Platform to TISAtech Member pursuant to this EULA.

4.3        The TDH Services set out in Schedule B will be provided by TDH pursuant to the TDH’s Fintech EULA or Financial Institution EULA set out in Schedule A. By agreeing to this EULA you are also accepting the terms of TDH’s Fintech EULA or Financial Institution EULA and agree to be bound by those terms. For the avoidance of doubt, the contract for the TDH Services set out in Schedule B will be between you and TDH only.

4.4        We may change our rules of operation, access procedures, software, the TISAtech Platform from time to time to reflect changes in its business, technology and service offerings and may include changes deemed necessary by any relevant governmental or regulatory body. We will use reasonable endeavours to provide notice of changes by either email or by posting information concerning the changes to the TISAtech Platform.

4.5        You shall also comply with any third party terms applicable to the TISAtech Platform used as part of the provision of the Services and notified to you from time to time.

5  TISATECH MEMBER RESPONSIBILITIES

5.1        You shall comply with any obligations or restrictions set out in this EULA, the Documentation (including relating to configuration and use of the TISAtech Platform) and any other terms applicable to the Services as referenced therein and/or as notified to you from time to time.

5.2        You are responsible for:

5.2.1   obtaining, installing, and maintaining the equipment, communication lines and support services necessary to access the TISAtech Platform; and

5.2.2   ensuring that your internet or telecommunications connections (if applicable), hardware, devices and software are secure and compatible with the TISAtech Platform.

5.3        You may be required to create an administrator account for your administrator to provision and register your Authorised Users to access and use the TISAtech Platform. Authorised Users may need to individually register with us to use the TISAtech Platform. You shall keep Authorised User registration information accurate, complete and up to date.

5.4        You shall be responsible for:

5.4.1   acts or omissions by your Authorised Users;

5.4.2   expressly inform your Authorised Users (in advance of the Confidential Information disclosure) of the strictly confidential nature of the Confidential Information and the purpose for which it may be used;

5.4.3   maintaining the confidentiality of access credentials (including usernames, passwords, and keys) used by you; and

5.4.4   ensuring compliance with applicable laws and regulations in connection with the use of the TISAtech Platform, including those related to export compliance, data privacy, international communications and the transmission of data.

5.5        Upon written notice to you, we may require your assistance in verifying usage of the TISAtech Platform in compliance with the terms of this EULA. This may include you permitting us and our Representatives the right to inspect (at all reasonable times during normal working hours) your records of access and use of the TISAtech Platform and Documentation.

5.6        If the performance of our obligations under the Agreement is prevented or delayed by any act or omission of TISAtech Member or Authorised Users, then we shall not be responsible for failure to supply the Services by the agreed date.

6  RESTRICTIONS ON USE

6.1        You will only use the TISAtech Platform for your internal business purposes. Only your Authorised Users may access and use the TISAtech Platform. Please read our Website Terms of Use (https://www.tisatech.com/terms-of-use/) before accessing the TISAtech Platform.

6.2        You shall not:

6.2.1   resell the TISAtech Platform to third parties without our prior express written agreement;

6.2.2   create multiple accounts under different or fake identities, resulting in the number of Authorised Users exceeding that agreed in the Subscription;

6.2.3   modify, reverse engineer, decompile or otherwise attempt to discover the source code of TISAtech Platform or any of our or  third parties software that are included in their platforms; or

6.2.4   disassemble, decompile or reverse engineer the Services or any portion thereof.

6.3        You:

6.3.1   do not have any rights to any of our or third parties software that are included in the TISAtech Platform, other than the use and access thereof as part of receiving the Services; and;

6.3.2   do not receive any title, license, rights or ownership in or to any of the foregoing.

6.4        Except as expressly permitted by us in writing you may not copy, reproduce, recompile, decompile, disassemble, reverse engineer, distribute, publish, display, perform, modify, upload to, create derivative works from, transmit, transfer, sell, license, upload, edit post, frame, link, or in any way exploit any part of the Services, except that, subject to TISAtech’s consent, an Authorised User may download material from the Services and/or make the number of copies specified by TISAtech for internal use within the TISAtech Member, provided that all our copyright and other proprietary notices are retained.

6.5        Unauthorized use, copying, reproduction, modification, publication, republication, uploading, framing, downloading, posting, transmitting, distributing, duplicating or any other misuse of any of the Services is strictly prohibited.

7  INTELLECTUAL PROPERTY & CONTENT

Intellectual Property Rights

7.1        We own or have sufficient rights in respect of all rights, title and interest, including all related Intellectual Property Rights, in and to: (a) the TISAtech Platform and (b) the Documentation. All Intellectual Property Rights of whatever nature in the TISAtech Platform, the Documentation and all other materials licensed under this EULA in whatever form are and shall remain vested in us or our licensors (as the case may be). We shall own any suggestions, ideas, requests, feedback, recommendations or other information provided by you or any other party relating to the foregoing. We reserve all rights to use, modify and allow others to use such materials.

7.2        We grant you a revocable, non-exclusive, non- sublicensable and non-transferable right to use such materials in connection with the Services. You may not remove any copyright or other proprietary notices from the Documentation or any part of the TISAtech Platform.

7.3        Upon the expiration or termination of this Agreement, all of the Intellectual Property Rights (including any copies) will be returned to us and TISAtech Member will make no further use of such materials.

Content  

7.4        The Content belongs to you, and we make no claim to any right of ownership in the Content. You represent and warrant to us that you are the owner of all rights to the Content, or that you have the right to reproduce, distribute and transfer the Content for the purposes of this EULA.

7.5        You remain solely responsible for the Content and for ensuring that the Content complies with this EULA and
with all legal and regulatory obligations applicable to the Content.

7.6        You grant us the right to use, copy, process, rename, publish or display Content, and we may monitor, screen or pre-screen the Content to the extent necessary for us to perform our obligations under this EULA.

7.7        With respect to Content, we may flag data suspected of containing inaccuracies to you. You shall assess any such potentially inaccurate date which has been flagged by us, and, if it is found to be inaccurate, shall remedy it promptly, and in any event within two (2) Business Days.

7.8        Provided you are not in material breach of this EULA and are current with payment obligations, and subject to the requirements of the TISAtech Platform, you may access or download Content at any time prior to the expiration or termination of this EULA term. Unless otherwise stated, you shall not be entitled to delete Content and we may retain Content in perpetuity.

7.9        You are responsible for the correctness and completeness of the Content and other materials to be provided to us for use in the provision of the TISAtech Platform.

8  DATA PROTECTION

8.1        We will provide the TISAtech Platform in accordance with privacy and Data Protection Laws, to the extent applicable to us. We will maintain our Privacy Policy which sets out the details of any processing and all other information required by, and in compliance with, the Data Protection Laws, which is available on our website.

8.2        In order to provide the Services, we may need to:

8.2.1   process your identification details in order to confirm your identity and check such details against relevant databases to ensure compliance with applicable anti-money laundering and terrorism obligations;

8.2.2   record or monitor communications with you; and

8.2.3   use any personal data to comply with any statutory or legal obligations;

and we shall be acting as data controller in respect of such processing.

9  TERMINATION

9.1        Either party may terminate this EULA upon a Termination Event. If a Termination Event materialises, this EULA may be terminated within 30 days after written notice. However, where the Termination Event set out in (c) is consummated in relation to the rights granted or restrictions in Sections 5 (TISAtech Member Responsibilities), 6 (Restrictions On Use) and 14 (Confidentiality), we may immediately terminate this EULA on written notice.

9.2        We may terminate this EULA without cause at any time (including during the Initial Period) on not less than three months prior written notice to you.

9.3        Except in upon a Termination Event or as specifically provided in this EULA, you shall not be permitted to terminate this EULA prior to the end of the Initial Period or any Renewal Period.

9.4        Upon any expiry or termination of this EULA, your right to receive and use the Services ceases and you shall:

9.4.1   stop using the TISAtech Platform;

9.4.2   stop using and immediately and either deliver to us or destroy all copies of the Documentation; and

9.4.3   immediately upon our request provide us with written certification of such destruction.

9.5        The following provisions of this EULA shall survive termination or expiration of the Agreement: Sections 5 (TISAtech Member Responsibilities, 6 (Restrictions On Use); 7 (Intellectual Property & Content); 10 (Fees, Payment And Taxes); 12 (Indemnities); 13 (Limitation Of Liability); 14 (Confidentiality) and any provisions that by their nature should survive termination.

10  FEES, PAYMENT AND TAXES

10.1     In exchange for the Services you shall pay us the Fees. Fees are exclusive of any Applicable Taxes or import duties due as a result of amounts paid to us or the performance of the Services.

10.2     You shall pay the Fees in accordance with the terms set out in the Subscription.

10.3     Where you do not pay invoices when due then we may add interest at the lesser of one and one-half percent (1.5%) per month or the highest rate permitted by law. You shall bear all of our costs of collection of overdue Fees, including reasonable legal fees.

10.4     The Fees paid by you are non-refundable.

10.5     We may either: (a) decrease the Fees payable by you; or (b) increase the Fees payable by you where we consider it necessary (acting reasonably) to meet our expenses and other outgoings, in each case by providing written notice to you.

10.6     We may not increase the Fees by more than 3% in each calendar year.

11  NO WARRANTY

11.1     The Services, TISAtech Platform, Documentation and all other services, software and deliverables provided by us under this EULA are provided without express or implied warranties or conditions of any kind.

11.2     To the maximum extent permitted by applicable law, we disclaim all warranties and conditions, including any implied warranties of merchantability or of fitness for a particular purpose or those arising by law, statute, usage of trade or course of dealing. We do not warrant that the TISAtech Platform will be error free or will operate without interruption. You assume the responsibility to take adequate precautions against damages to content or operations which could be caused by defects, interruptions or malfunctions to the TISAtech Platform.

12  INDEMNITIES

12.1     You shall defend, indemnify and hold us harmless, from and against all Losses incurred as a result of any claim, suit or proceedings brought against us arising from or in connection with the use of the Services by the you or your Authorised Users.

12.2     Provided you are not in breach of this EULA and are current with payment obligations, we shall defend, indemnify and hold you harmless from and against all Losses incurred as a result of any claim, suit or proceedings brought against you, arising from or in connection a claim that the use of the Services as permitted by this EULA, infringes the Intellectual Property Rights of a third party.

12.3     This shall not apply to any claim to the extent caused by: (a) modification of the TISAtech Platform, Documentation and any associated software by any party other than us; (b) the combination or use of the TISAtech Platform and Documentation, with software, hardware, firmware, data, or technology not provided by us to you, including TDH Platform.

12.4     If the use or possession of the TISAtech Platform, Documentation and any associated software is adjudged to have infringed a third party’s Intellectual Property Rights we will at our discretion either:

12.4.1 obtain for you the right to continue using and possessing the TISAtech Platform, Documentation and any associated software on reasonable terms; or

12.4.2 modify or replace the TISAtech Platform, Documentation and any associated software so as to avoid the infringement.

12.5     You acknowledge that this shall be our entire liability and your sole and exclusive remedy with respect to any such infringement claim. For the avoidance of doubt, we will not have any liability to you in respect of the TDH Platform or TDH Services. TDH’s liability to you in respect of the TDH Platform or TDH Services are as set out in the TDH Fintech EULA or TDH Financial Institution EULA contained in Schedule A.

12.6     Where you have a claim under the indemnity in Section 12.2, you shall notify us promptly in writing as soon as you become aware of any such claim, and shall:

12.6.1 to the extent that you are able, allow us to control of the defence of the claim and all negotiations for its settlement or compromise; and

12.6.2 give us all reasonable information and assistance in relation to the defence of the claim and all negotiations for its settlement or compromise.

13  LIMITATION OF LIABILITY

13.1     Neither Party’s liability (whether in contract, tort (including negligence), breach of statutory duty, indemnity or otherwise) in respect of:

13.1.1 death or personal injury attributable to negligence;

13.1.2 fraud or fraudulent misrepresentation; or

13.1.3 any other liability that cannot be excluded or limited at law,

shall be excluded or limited.

13.2     We will not be liable for Losses incurred as a result of any claim, suit or proceedings arising from or in connection with the TDH Platform or TDH Services. We are not liable for TDH Services pursuant to Schedule B and any claims in respect thereof should be between you and TDH.

13.3     Subject to Section 13.1, neither Party shall be liable (whether in contract, tort (including negligence), breach of statutory duty, indemnity or otherwise) for any type of special, indirect, incidental or consequential loss, damage, injury or expense, or pure economic loss however caused (whether such loss, damage, injury or expense was foreseeable, known or otherwise).

13.4     Subject to Section 13.1, neither Party shall be liable (whether in contract, tort (including negligence), breach of statutory duty, indemnity or otherwise) for any of the following loss or damage (whether such loss or damage was foreseeable, known or otherwise):

13.4.1 loss of revenue;

13.4.2 loss of actual or anticipated profits (including loss of profits on contracts);

13.4.3 loss of actual or anticipated savings;

13.4.4 loss of business;

13.4.5 loss of contracts;

13.4.6 loss of goodwill; or

13.4.7 loss of reputation.

13.5     Subject to Sections 13.2, 13.3 and 13.4, our liability to you under Section 12.2 shall not be limited or excluded in any way.

13.6     Except as provided in Section 13.5 we shall not be liable to you (whether in contract, tort (including negligence) breach of statutory duty, indemnity or otherwise) for any losses arising under this EULA or as a result of your use of the TISAtetch Platform.

14  CONFIDENTIALITY

14.1     Each Receiving Party agrees, for the term of the Agreement and for 3 years after such term, to:

14.1.1 hold Disclosing Party’s Confidential Information in strict confidence,

14.1.2 not to disclose such Confidential Information to third parties (other than to Affiliates, to professional advisers who are bound by appropriate written obligations of confidentiality and where the Receiving Party is us, we shall be entitled to share the Confidential Information with TDH and Representatives exclusively for the purposes of providing the Services unless authorised to do so by Disclosing Party; and

14.1.3 not to use such Confidential Information for any purpose except as expressly permitted hereunder.

14.2     Each Receiving Party agrees to take reasonable steps to protect the Disclosing Party’s Confidential Information from being disclosed, distributed or used in violation of the provisions of this Section 14. The foregoing prohibition on disclosure of Confidential Information shall not apply to any information that:

14.2.1 is or becomes a part of the public domain through no act or omission of Receiving Party;

14.2.2 was in Receiving Party’s lawful possession without confidentiality obligation prior to the disclosure and had not been obtained by Receiving Party either directly or indirectly from Disclosing Party;

14.2.3 is lawfully disclosed to Receiving Party by a third party without restriction on disclosure;

14.2.4 is independently developed by Receiving Party or its employees or agents without use of Disclosing Party’s Confidential Information; or

14.2.5 is required to be disclosed by Receiving Party as a matter of law or by order of a court or by a regulatory body, provided that Receiving Party promptly notifies Disclosing Party (where lawfully permitted to do so) so that Disclosing Party may intervene to contest such disclosure requirement and/or seek a protective order or waive compliance with this Section.

14.2.6 Each Receiving Party is responsible for any actions of its Affiliates, employees and agents in breach of this Section 14.

15  UPDATES TO THIS EULA

15.1     We may at our absolute discretion make updates to this EULA, the Website Terms of Use and the Privacy Policy (or any other documents referred to therein) from time to time by posting an update to the relevant terms to our website. We will endeavour to provide you with notice of any such update by email or directly through the TISAtech Platform. You shall comply with any such updated terms from the date on which the update is posted to our website.

16  MISCELLANEOUS

16.1     You acknowledge and agree that due to the unique nature of the TISAtech Platform, the Documentation and our Confidential Information, damages may not be an adequate remedy for any breach of your obligations hereunder. We shall be entitled to seek and obtain an injunction and any appropriate equitable relief, in addition to whatever other remedies it may have at law upon any such breach or threat thereof.

16.2     You acknowledge that access to the TISAtech Platform is provided on an “as is” basis.

16.3     If an individual uses or accesses the TISAtech Platform on behalf of a company or other legal entity, that individual represents that they have the authority to bind that company or other legal entity to this EULA.

16.4     This EULA represents the entire agreement of the Parties, and supersedes any prior or current understandings whether written or oral with respect to the subject matter of this EULA.

16.5     Neither Party will be deemed to have waived any of its rights under this EULA by lapse of time or by any statement or representation other than by a written waiver by a duly authorised representative. No waiver constitutes a waiver of any prior or subsequent breach.

16.6     You shall not disparage us, the TISAtech Platform or the Documentation (or any part thereof) or portray any of the foregoing in a false, competitively adverse or bad light.

16.7     You agree that we may gather and utilise statistical information gathered in connection with the TISAtech Platform and the data processed by the TISAtech Platform (the “Platform Statistics“), however, we will only utilise the Platform Statistics: (a) in a manner that will not identify you as the source thereof; (b) in a form where the data is anonymised; and (c) in compliance with all applicable laws and regulations.

16.8     A person who is not a Party to this Agreement (other than a successor in title, Representatives and TDH) has no right under the Contracts (Rights of Third Parties) Act 1999 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.

16.9     We do not control the flow of data to or from the TISAtech Platform. Rather, such flow depends in large part on the performance of Internet services and technology provided or controlled by third parties and the public Internet infrastructure, as well as on other events beyond our control. At times, the action or inaction of parties or systems not controlled by us or other events beyond our control can impair, disrupt or delay our ability to provide the TISAtech Platform or your ability to access the TISAtech Platform. Notwithstanding anything to the contrary in this EULA, we disclaim, and you shall not hold us responsible for, any and all liability resulting from or related to such actions or events, including Force Majeure Events.

16.10  All notices must be in writing and given by nationally recognised courier service, or electronic transmission and addressed to Membership at TISAtech at the address specified in the Subscription (as updated from time to time by either Party giving notice to the other in writing). Any notice shall be deemed to have been received if: (a) delivered personally, at the time of delivery; (b) in the case of pre-paid recorded delivery or registered post, 3 Business Days from the date of posting; or (c) in the case of fax or email, at the time of transmission.

16.11  We may include your name in a list of our customers, whether online or in promotional materials.

16.12  If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this EULA shall remain in effect.

16.13  This EULA shall be prepared and interpreted in the English language. Any translation of this EULA into another language is for the purpose of convenience only. Any inconsistency arising due to translation into another language or a difference of interpretation between two or more languages, will be resolved in favour of the English language version.

16.14  This EULA is governed by the laws of England and Wales. The Parties consent to the exercise of exclusive jurisdiction of the courts in England for any claim relating to this EULA. No action, regardless of form, arising from this EULA or any Service provided or to be provided hereunder may be brought by either Party more than two (2) years after the cause of action has accrued, except that an action for non-payment may be brought at any time.

16.15  Save as provided in this Clause 16, you may not assign, transfer or novate, or purport to assign, transfer or novate, any of your rights or obligations under this EULA without our prior written consent, such request not to be unreasonable withheld or delayed. We may assign, transfer or novate our rights and obligations under this EULA to one or more of our Affiliates without notice.

16.16  Nothing in this EULA is intended to, or shall be deemed to, establish any partnership, joint venture or contract of employment between the Parties, express or implied, deem any Party, the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party. The establishment of the terms of any commercial or legal relationship between you and any third party by means of the use of the Services provided hereunder is your sole responsibility. The provision of such Services by us will not be interpreted as conferring any authority or responsibility on us with respect to such relationships or the establishment, continuation or binding effect of such terms.

16.17  Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

16.18  This EULA may be executed in any number of counterparts, each of which is an original but all of which together constitute one and the same instrument.

 

 

SCHEDULE A

PART 1

END USER LICENCE AGREEMET (“TDH FINTECH MEMBERS EULA“)

 

The Disruption House Limited (“TDH”), a company incorporated and registered in England and Wales with company number 09377477 whose registered office is at 2nd Floor Regis House, 45 King William Street, London, United Kingdom, EC4R 9AN, provides the TDH Services jointly with TISAtech to the TISAtech Members.

The terms of this TDH EULA and, to the extent applicable and not in conflict with the terms of this TDH EULA, the TISAtech EULA,  apply to TISAtech Fintech Members (and will be binding on TISAtech Fintech Members) who wish to access the TDH Services including Assessments (as defined below) via the TISAtech Platform. In the event of conflict between this TDH EULA and TISAtech EULA, the former shall prevail if the matter is related to TDH Services or TDH Platform whilst the latter shall prevail if the matter is related to TISAtech Services or TISAtech Platform.The terms of this EULA apply between TDH and the TISAtech Member and TISAtech is not a party to this EULA and has no liability in relation to this EULA.

AGREED TERMS:

DEFINITIONS

Terms not defined in this Agreement shall have the meanings set out in the TISAtech EULA.

In this Agreement, the following terms shall have the meanings set out below:

  • Assessee Company” means a TISAtech FinTech Member company nominated by TISAtech Member for Assessment by TDH;

  • Assessment” means a report prepared by TDH comprising an analysis of the business and the technology building capabilities of an Assessee Company or Self-Assessed Company;

  • Force Majeure Events” means any event preventing a party from performing any or all of its obligations under this EULA which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the Party so prevented, including, without limitation, nationalisation, expropriation or other governmental actions; any change of law or regulation; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry (including changes in market rules); postal or other strikes, lock-outs or other industrial disputes (whether involving the workforce of the Party so prevented or of any other party), act of terrorism or of God, epidemic, pandemic, fire, flood, storm, war, riot, civil commotion, malicious damage; failure or breakdown in communications, computer facilities or software; and default of suppliers or sub-contractors;

  • AUTOMATED Assessment” means a fully automated report produced by TDH once the Assessee Company or Self-Assessed Company has completed the online TDH questionnaire;

  • ANALYST LED Assessment” means an analyst enhanced assessment produced by TDH analysts after they have interviewed the Assessee Company or Self-Assessed Company after the Assessee Company or Self-Assessed Company has completed the online TDH questionnaire;

  • Loss(es)” includes, but is not limited to any liabilities, losses, fines, penalties damages, costs, claims, charges, demands, obligations, expenses of any kind whatsoever and reasonable legal fees;

  • “Party” means TDH and the TISAtech Fintech Member agreeing to and/or accepting this EULA;

  • Scores/Survey Scores” the scores calculated by TDH in relation to Assessments as more fully described in Schedule B Part 1;

  • SelfAssessed Company means a TISAtechFinTech Member company who wishes to access the TDH Assessment services defined in Schedule B Part 1;

  • TDH PlusTM Database” means the online permissioned platform owned by TDH containing profiles of financial FinTech companies and the Assessments produced by TDH;

  • TDH Services” means the services that TDH provides the TISAtech Fintech Member as selected by the TISAtech Fintech Member as more fully described in Schedule B Part 1

  • TISAtech Fintech Member” means an Assessee Company or a Self-Assessed Company agreeing to and/or accepting this EULA; and

  • TISAtech FS Member” means a Financial Institution member that has agreed to participate in the TISAtech Platform.

1  TDH SERVICES

1.1        TDH is providing the TDH Services under this Agreement to the TISAtech Fintech Member as part of their membership of TISAtech Platform for the Initial Period and any Renewal Period (“Access Period”). The TISAtech Fintech Member may access and use the TDH Services whilst they are a TISAtech Member only.

1.2        The Access Period will automatically terminate on termination of the TISAtech EULA and/or the termination of TISAtech Fintech Member’s membership.

Database Listing

1.3        The TISAtech Fintech Member will be provided with a Database Listing and the assessment options selected in the membership category by the TISAtech Fintech Member within 1 month of becoming a TISAtech Fintech Member and on each membership renewal thereafter. The TISAtech Fintech Member may commission further TDH Services that it selects from Schedule B Part 1 during the period of membership.

1.4        TDH reserves the right to display any additional content provided by the TISAtech Fintech Member (“Member Content”) as part of the Database Listing in such manner as TDH determines appropriate, acting reasonably. Member Content is licensed to TDH on a perpetual, irrevocable basis.

Assessments

1.5        At the beginning of each Renewal Period (if any) and subject to payment of the relevant Fees TDH will update the TISAtech Fintech Member’s Assessment, following the processes in Schedule B Part 1.

1.6        The TISAtech Fintech Member agrees that, in order to enable TDH to complete an Assessment that the TISAtech Fintech Member will co-operate with TDH and act promptly in matters relating to the Assessment.

1.7        TDH will deliver a requested Assessment via a hyperlink to the TISAtech Fintech Member, including all documentation as set out in Schedule B Part 1 to this TDH EULA.

1.8        In return for the Fees, TDH will use its reasonable endeavours to complete the Scores and Assessments and provide them to the TISAtech Fintech Member. Any dates provided are estimates only.

1.9        The TISAtech Fintech Member agrees that, in order to enable TDH to produce the Scores and Assessments that the TISAtech Fintech Member will need to:

1.9.1   co-operate with the TDH in all matters relating to the Assessment;

1.9.2   provide prompt access to the data requested by TDH; and

1.9.3   ensure that such information is accurate in all material respects.

1.10     The Scores and the Assessment will not be published as part of the TDH Services unless TISAtech Fintech Member consent has been provided. If there is a disagreement as to whether the Scores and the Assessment should be published this will be referred to TDH’s dispute process.

1.11     TISAtech Fintech Member may decline by email or in writing at any time to display the Scores set out in an Assessment.

2  ACCESS PERIOD

2.1        TDH grants to TISAtech Fintech Member the rights set out in Clause 3.2 for the Access Period.

2.2        TDH is entitled to terminate this TDH EULA on written notice in respect of any material breach of its terms by the TISAtech Fintech Member, which, if remediable, remains unremedied for a period of more than 10 days from TDH’s notice of breach. In the case of unremedied breaches such termination is effective after the end of such notice period.

3  INTELLECTUAL PROPERTY

3.1        At all times, title to the TDH Services including the Assessments (including any updates to the Assessments) shall remain with TDH.  No ownership of the TDH Services, Assessments or Scores is transferred to the TISAtech Fintech Member, except for the Intellectual Property Rights in the data provided by the TISAtech Fintech Member, which is retained by the TISAtech Fintech Member and made available to TDH for all purposes envisaged by this EULA on a royalty free, unrestricted, perpetual and irrevocable basis subject to any restriction notified under Clause 3.5.

3.2        Subject to its acceptance of the TDH EULA and full payment of all relevant Fees, the TISAtech Fintech Member is granted a limited, revocable, non-exclusive, non-transferrable right and license on a worldwide basis: –

3.2.1   to receive and use the TDH Services;

3.2.2   to use the Assessments within the TISAtech Fintech Member organisation, internally and geographically within the United Kingdom; and

3.2.3   to use the Assessments to such extent as is necessary to enable the TISAtech Fintech Member to interact with TISAtech FS Members on the TISAtech Platform for any activity expressly within the terms of the TISAtech Fintech Member’s membership.

3.3        The licences granted above are limited. If the TISAtech Fintech Member wishes to use the Assessments for any purpose outside the terms of the TISAtech Fintech Member’s membership TDH consent will be required.

3.4        Promptly following termination of this EULA or expiration of the Access Period, the TISAtech Fintech Member shall cease using the TDH Services, return all Assessments and any of TDH’s Intellectual Property Rights (including any copies) at its expense, or delete such materials from its information technology systems except as required to be retained by applicable law or retained to comply with legal or regulatory requirements in electronic backup or archiving systems. On TDH’s request the TISAtech Fintech Member will allow TDH audit compliance with the obligations in this Clause 3.4. Upon the expiration or termination of this EULA, TISAtech Fintech Member will make no further use of such materials.

3.5        The TISAtech Fintech Member acknowledges that data it provides to TDH may be used for the purpose of providing deliverables to third parties unless the TISAtech Fintech Member specifically restricts access and circulation of any individual data.

3.6        The TISAtech Fintech Member’s Database Listing will continue notwithstanding any termination of this EULA or membership.

3.7        TDH’s questionnaires and research methodology constitute valuable intellectual property of TDH and are integral to its business. TISAtech Fintech Member acknowledges that all questionnaires and research methodologies used by TDH, including those supplied or provided by third parties, represent confidential information and it agrees that it shall not without TDH’s specific written permission share any details of them, or TDH’s research methodology more generally, with any third party; nor shall it do anything with the intent or purpose of reverse-engineering any methodology or Assessments provided or made use of hereunder; and undertakes that it shall ensure that all of its employees and agents comply with this Clause 3.

4  PERFORMANCE OF TDH

4.1        THE TISATECH FINTECH MEMBER ACKNOWLEDGES THAT INFORMATION CONTAINED IN ANY ASSESSMENT THAT IS SUPPLIED TO OR PROVIDED ON BEHALF OF THE TISATECH FINTECH MEMBER DOES NOT CONSTITUTE LEGAL, ACCOUNTING OR TAX ADVICE.

4.2        TDH shall: –

4.2.1   perform each Assessment with a reasonable level of care, skill and diligence in accordance with good industry practice;

4.2.2   use reasonable endeavours to ensure that all Assessments supplied to the TISAtech Fintech Member are accurate and up to date; and

4.2.3   ensure that all personnel involved in the provision of TDH Services have suitable skills, experience and supervision to enable them to perform the tasks assigned to them.

4.3        The TISAtech Fintech Member expressly recognises that TDH is reliant: –

4.3.1   on information derived from publicly available sources;

4.3.2   on information provided and validated by the TISAtech Fintech Member; and

4.3.3   Assessments being confirmed as accurate by the TISAtech Fintech Member

and accordingly, TDH does not accept or undertake responsibility for the accuracy or completeness of such information or confirmation beyond the reasonable level of care set out in Clauses 4.2.1 and 4.2.2.

4.4        If TDH’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of TISAtech Fintech Member  or the TISAtech Fintech Member’s agents, sub-contractors or employees, or the TISAtech Fintech Member then it shall not be responsible for failure to supply the Assessments by any agreed date. TDH will notify TISAtech Fintech Member of any such prevention or delay and the Parties shall then agree in writing to an appropriate extension for TDH to conduct the Assessment and provide the Assessment to TISAtech Fintech Member.

4.5        The TISAtech Fintech Member acknowledges that TDH will be dependent on the TISAtech Fintech Member’s co-operation in order to prepare an Assessment and acknowledges.

4.6        The TISAtech Fintech Member accepts that if as a result of lack of co-operation, the Assessment is inaccurate, incomplete or provided behind schedule, TDH will have no liability or further responsibility in respect thereof.

5  UNDERTAKINGS, LIABILITY

5.1        TDH undertakes to TISAtech Fintech Member that TDH will use reasonable efforts to ensure that the TDH PlusTM Database shall not contain, at the time of delivery to TISAtech Fintech Member from time to time, any viruses, worms, time bombs, time locks, drop dead devices, spyware, traps, access codes or trap door devices, or any other similar harmful, malicious or hidden procedures, routines or mechanisms which could cause such TDH Services or any other software, firmware, hardware, computer system or network, to cease functioning or to provide access to, disclose, damage or corrupt data, storage media, TDH Services, or any other software, firmware, hardware, computer system or network, or otherwise interfere with the TISAtech Fintech Member’s, its Affiliates’ or any third party’s operations.

5.2        The TISAtech Fintech Member assumes sole responsibility for results obtained from the use of the TDH Services and the Assessments by the TISAtech Fintech Member, and for conclusions drawn from such use.

5.3        Neither Party’s liability (whether in contract, tort (including negligence), breach of statutory duty, indemnity or otherwise) in respect of:

5.3.1   death or personal injury attributable to negligence;

5.3.2   fraud or fraudulent misrepresentation; or

5.3.3   any other liability that cannot be excluded or limited at law,will be excluded or limited.

5.4        TDH will not be liable for Losses incurred as a result of any claim, suit or proceedings arising from or in connection with the TISATech Platform except for express obligations under this EULA in relation to the TDH PlusTM Database & the TDH Services. TDH is not liable for services provided by TISAtech and any claims in respect thereof are exclusively between the TISAtech Fintech Member and TISAtech.

5.5        Subject to Clause 5.3, neither Party shall be liable (whether in contract, tort (including negligence), breach of statutory duty, indemnity or otherwise) for any type of special, indirect, incidental or consequential loss, damage, injury or expense, or pure economic loss however caused (whether such loss, damage, injury or expense was foreseeable, known or otherwise).

5.6        Subject to Clause 5.3, neither Party shall be liable (whether in contract, tort (including negligence), breach of statutory duty, indemnity or otherwise) for any of the following loss or damage (whether such loss or damage was foreseeable, known or otherwise):

5.6.1   loss of revenue;

5.6.2   loss of actual or anticipated profits (including loss of profits on contracts);

5.6.3   loss of actual or anticipated savings;

5.6.4   loss of business;

5.6.5   loss of contracts;

5.6.6   loss of goodwill; or

5.6.7   loss of reputation.

5.7        Subject to Clauses 5.4, 5.5 and 5.6 TDH’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement will be limited to £6,000.

6  FORCE MAJEURE

6.1        Provided it has complied with Clause 6.2, a Party shall not be liable for any breach of its obligations in this Agreement resulting from causes beyond its reasonable control (or its sub-contractors) including but not limited to Force Majeure Events.

6.2        A Party who is unable to perform its obligations under this Agreement due to an Force Majeure Event shall:

6.2.1   as soon as reasonably practicable after the start of the Force Majeure Event notify the other Party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and

6.2.2   use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

7  UPDATES TO THIS EULA

7.1        TDH may at its absolute discretion make updates to this EULA including the TDH Services and the Privacy Policy (and any other documents referred to herein including Schedule B Part 1) from time to time by posting an update to the relevant terms to the TDH PlusTM Database and TDH website. For material changes TDH will endeavour to provide you with notice of any such update by email or directly. TISAtech Fintech Member shall comply with any such updated terms from the date on which the update is posted to the TDH PlusTM Database and TDH website.

8  MISCELLANEOUS

8.1        Save as provided in this Clause 8.1, TISAtech Fintech Member may not assign, transfer or novate, or purport to assign, transfer or novate, any of TISAtech Fintech Member’s rights or obligations under this EULA without TDH’s prior written consent, such request not to be unreasonably withheld or delayed. TDH may assign, transfer or novate TDH’s rights and obligations under this EULA to one or more of TDH’s Affiliates without notice.

8.2        This EULA shall not commit either Party to enter into any other EULA with the other.

8.3        No term of this EULA is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this EULA.

8.4        This EULA constitutes the entire understanding between the Parties concerning its subject matter and supersedes all previous communications, representations or agreements whether oral or written.  In the event of any inconsistency between this EULA and any Schedule, the provisions of the applicable Schedule shall govern.  The terms of this EULA shall supersede the terms and conditions of any click wrap, shrink wrap or other agreement included with or associated with the TDH Services or the medium on which it is contained, including without limitation, any invoice, bill or statement associated with the TDH Services.  No change or modification of any of these terms or conditions shall be binding on either Party unless made in writing and manually signed by an authorized representative of each Party.

8.5        If an individual uses or accesses the TDH Services on behalf of a company or other legal entity, that individual represents that they have the authority to bind that company or other legal entity to this EULA.

8.6        Neither Party will be deemed to have waived any of its rights under this EULA by lapse of time or by any statement or representation other than by a written waiver by a duly authorised representative. No waiver constitutes a waiver of any prior or subsequent breach.

8.7        TISAtech Fintech Member shall not disparage TDH or the TDH Services (or any part thereof) or portray any of the foregoing in a false, competitively adverse or bad light.

8.8        TISAtech Fintech Member agrees that TDH may gather and utilise statistical information gathered in connection with the TDH Services and the data processed by the TDH PlusTM Database (the “TDH Platform Statistics”), however, we will only utilise the TDH Platform Statistics:

8.8.1    in a manner that will not identify TISAtech Fintech Member as the source thereof;

8.8.2   in a form where the data is anonymised; and

8.8.3   in compliance with all applicable laws and regulations.

8.9        A person who is not a Party to this EULA has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this EULA other than TISAtech who shall be a third party beneficiary but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

8.10     All notices must be in writing and given by nationally recognised courier service, or electronic transmission and addressed to the Chief Executive at the address specified above (as updated from time to time by either Party giving notice to the other in writing). Any notice shall be deemed to have been received if:

8.10.1 delivered personally, at the time of delivery;

8.10.2 in the case of pre-paid recorded delivery or registered post, 3 Business Days from the date of posting; or

8.10.3 in the case of fax or email, at the time of transmission.

8.11     TDH may, having obtained prior permission from a TISAtech Fintech Member, use  the include TISAtech Fintech Members name in a list of TDH customers, whether online or in promotional materials.

8.12     If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this EULA shall remain in effect.

8.13     Nothing in this EULA is intended to, or shall be deemed to, establish any partnership, joint venture or contract of employment between the Parties, express or implied, deem any Party, the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.

8.14     Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

This EULA is governed by the laws of England and Wales. The Parties consent to the exercise of exclusive jurisdiction of the courts in England for any claim relating to this EULA. No action, regardless of form, arising from this EULA or any TDH Service provided or to be provided hereunder

may be brought by either Party more than two (2) years after the cause of action has accrued, except that an action for non-payment may be brought at any time.

 

PART 2

END USER LICENCE AGREEMENT (“TDH FINANCIAL INSTITUTION MEMBERS EULA“)

 

The Disruption House Limited (“TDH“), a company incorporated and registered in England and Wales with company number 09377477 whose registered office is at 2nd Floor Regis House, 45 King William Street, London, United Kingdom, EC4R 9AN, provides the TDH Services jointly with TISAtech to the TISAtech FS Members.

The terms of this TDH EULA and, to the extent applicable and not in conflict with the terms of this TDH EULA, the TISAtech EULA,  apply to TISAtech FS Members (and will be binding on TISAtech FS Members) who wish to access the TDH Services including the TDH PlusTM Database and Assessments (as defined below) via the TISAtech Platform. In the event of conflict between this TDH EULA and TISAtech EULA, the former shall prevail if the matter is related to TDH Services or TDH Platform whilst the latter shall prevail if the matter is related to TISAtech Services The terms of this EULA apply between TDH and the TISAtech FS Member and TISAtech is not a party to this EULA and has no liability in relation to this EULA.

AGREED TERMS:

1  DEFINITIONS

1.1        Terms not defined in this Agreement shall have the meanings set out in the TISAtech EULA.

1.2        In this Agreement, the following terms shall have the meanings set out below:

Assessee Company” means an  entity nominated by a TISAtech FS Member  for Assessment by TDH;

Assessment” means a report prepared by TDH comprising an analysis of the business and the technology building capabilities of an Assessee Company;

Assessment Credit” means a credit purchased by the TISAtech FS Member  through the TISAtech Platform that allows the TISAtech FS Member  to request TDH to conduct one Assessment (at the level selected – AUTOMATED Assessment or ANALYST LED Assessment) on an Assessee Company as shown on the Member Dashboard;

Force Majeure” means any event preventing a party from performing any or all of its obligations under this EULA which arises from or is attributable to acts, events, omissions or accidents beyond the

reasonable control of the Party so prevented, including, without limitation, nationalisation, expropriation or other governmental actions; any change of law or regulation; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry (including changes in market rules); postal or other strikes, lock-outs or other industrial disputes (whether involving the workforce of the Party so prevented or of any other party), act of terrorism or of God, epidemic, pandemic, fire, flood, storm, war, riot, civil commotion, malicious damage; failure or breakdown in communications, computer facilities or software; and default of suppliers or sub-contractors;

AUTOMATED Assessment” means a fully automated report produced by the TDH  once the Assessee Company has completed the online TDH questionnaire;

ANALYST LED Assessment” means an analyst enhanced assessment produced by TDH analysts after they have interviewed the Assessee Company after the Assessee Company has completed the online TDH questionnaire;

Loss(es)” includes, but is not limited to any liabilities, losses, fines, penalties damages, costs, claims, charges, demands, obligations, expenses of any kind whatsoever and reasonable legal fees;

Member Dashboard” the online dashboard provided by TDH as part of the TDH Services to show the assessment options selected and status of the TISAtech FS Member s account with TDH;

Party” means TDH or the TISAtech FS Member accepting the TDH EULA and “Parties” will be construed accordingly.

Scores/Survey Scores” the scores calculated by TDH in relation to Assessments as more fully described in Schedule

TDH PlusTM Database” means the online permissioned platform owned by TDH containing profiles of capital markets, asset and wealth management FinTech companies and the Assessments produced by TDH;

TDH Services” means the services that TDH provides the TISAtech FS Member as selected by the TISAtech FS Member as more fully described in Schedule 1 to this TDH EULA with any options selected indicated in the Member Dashboard; and

  • TISAtech FS Member” means a Financial Institution member that has agreed to participate in the TISAtech Platform.

2  TDH Services

2.1        TDH is providing the TDH Services under this Agreement to the TISAtech FS Member as part of their membership of TISAtech Platform for the Initial Period and any Renewal Period (“Access Period”). The TISAtech FS Member may access and use the TDH Services whilst they are a TISAtech FS Member only.

2.2        The Access Period will automatically terminate on termination of the TISAtech EULA and/or the termination of TISAtech FS Member ship.

2.3        The TISAtech FS Member will be provided with access to the TDH PlusTM Database and the assessment options selected by the TISAtech FS Member .

2.4        When the TISAtech FS Member wishes TDH to conduct an Assessment it will inform TDH (via the TISAtech Platform) i) of the Assessee Company that it wishes TDH to assess and ii) select either an AUTOMATED Assessment or ANALYST LED Assessment.

2.5        Each time TDH produces an Assessment under the terms of this Agreement, one of the Assessment Credits will be used up. The Member Dashboard will indicate how many Assessment Credits are remaining in the Access Period

2.6        The TISAtech FS Member agrees that, in order to enable TDH to complete a requested Assessment that the TISAtech FS Member  will need to encourage the selected Assessee Company to co-operate with TDH in matters relating to the Assessment.

2.7        TDH will deliver a requested Assessment via an e-mailed HTTP Link/ TISAtech Platform, including all available documentation as set out in Schedule B Part 2.

3  ACCESS PERIOD

3.1        TDH grants to TISAtech FS Member the rights set out in Clause 5.3 for  the Access Period, subject to Clause 4.

3.2        Promptly upon TDH’s request following termination or expiration of the Access Period, the TISAtech FS Member shall return TDH Services, all of TDH’s Intellectual Property Rights (including any copies) and Assessments at its expense, or delete such TDH Services from its information technology systems except as required to be retained by applicable law or retained to comply with legal or regulatory requirements in electronic backup or archiving systems,. Upon the expiration or termination of this Agreement, the TISAtech FS Member will make no further use of such materials. Notwithstanding the expiration or termination of this Agreement, the TISAtech FS Member may utilise any outstanding assessment credits purchased prior to such expiration or termination for up to 1 calendar year. At the end of such period any unused credits will automatically terminate and the TISAtech FS Member will make no further use of the materials generated after the expiration or termination of this Agreement.

3.3        TDH is entitled to terminate this TDH EULA on written notice in respect of any material breach of its terms by the TISAtech FS Member, which, if remediable, remains unremedied for a period of more than 10 days from TDH’s notice of breach. In the case of unremedied breaches such termination is effective after the end of such notice period.

4  USAGE POLICY

4.1        The TISAtech FS Member  will at all times comply with the restrictions on use set out in the TISAtech EULA (Section 6). Without limiting the foregoing, the TISAtech FS Member : –

4.1.1   acknowledges that TDH has the right to audit the TISAtech FS Member ’s usage and database download record in order to ensure compliance with the terms of this Agreement;

4.1.2   Except as expressly permitted by TDH in writing not copy, reproduce, recompile, decompile, disassemble, reverse engineer, distribute, duplicate, publish, display, perform, modify, upload to, create derivative works from, transmit, transfer, sell, license, upload, post, edit post, frame, link, or in any way exploit any part of the TDH Services.

4.2        The TISAtech FS Member  acknowledges that TDH may suspend access to the TDH PlusTm Database immediately and without any notice of any user found to be in breach of the TDH EULA including any usage restrictions in Schedule B Part 2 and, at its discretion, the TISAtech FS Member ’s access until such time as the situation is rectified and the relevant data is either returned to TDH or certified deleted to TDH’s satisfaction.

4.3        Repeated suspensions under this Clause 4 may lead to permanent suspension of access to the TDH Services for either individual users or the TISAtech FS Member  itself.

4.4        In addition to TDH’s right to suspend access and/or terminate for breach of the TDH EULA including any usage restrictions in Schedule B Part 2 TDH is entitled to charge the TISAtech FS Member  excess usage fees. These fees are set out in Schedule B Part 2.

5  INTELLECTUAL PROPERTY

5.1        At all times, title to the TDH Services including the Assessments shall remain with TDH.  No ownership of the TDH Services is transferred to the TISAtech FS Member .

5.2        All Intellectual Property Rights in the Assessments shall be owned by TDH.

5.3        Subject to its acceptance of the TDH EULA, the TISAtech FS Member  is granted a limited, revocable, non-exclusive, non-transferrable right and license: –

5.3.1   to enable the TISAtech FS Member  to make  use of the Assessments to enable it to assess an Assessee Company for engagement, investment or related purposes and which shall not for the avoidance of doubt include providing it to any third parties other than its advisors; and

5.3.2    to use, display, analyse and consume any data available through the TDH Service (as distinct from the Assessments, which shall be subject to Clause 5.3.2).

5.4        The TISAtech FS Member  acknowledges that data it provides to TDH may be used for the purpose of providing deliverables to third parties but TDH’s such use of the TISAtech FS Member ’s data shall only be where such data is anonymised, aggregated, and otherwise processed to do so.

5.5        TDH’s questionnaires and research methodology constitute valuable intellectual property of TDH and are integral to its business. TISAtech FS Member  acknowledges that all questionnaires and research methodologies used by TDH, including those supplied or provided by third parties, represent confidential information and it agrees that it shall not without TDH’s specific written permission share any details of them, or TDH’s research methodology more generally, with any third party; nor shall it do anything with the intent or purpose of reverse-engineering any methodology or Assessments provided or made use of hereunder; and undertakes that it shall ensure that all of its employees and agents comply with this Clause 5.5. 

6  PERFORMANCE OF TDH

6.1        THE TISATECH FS MEMBER  ACKNOWLEDGES INFORMATION CONTAINED IN ANY ASSESSMENT THAT IS SUPPLIED TO THE TISATECH FS MEMBER  DOES NOT CONSTITUTE LEGAL, ACCOUNTING OR TAX ADVICE.

7  ASSESSMENTS

7.1        TDH shall: –

7.1.1   perform each Assessment with a reasonable level of care, skill and diligence in accordance with good industry practice;

7.1.2   use reasonable endeavours to ensure that all Assessments supplied to the TISAtech FS Member  are accurate and up to date; and

7.1.3   ensure that all personnel involved in the provision of TDH Services have suitable skills, experience and supervision to enable them to perform the tasks assigned to them.

7.2        The TISAtech FS Member  expressly recognises that TDH is reliant: –

7.2.1   on information derived from publicly available sources;

7.2.2   on information provided and validated by Assessee Companies: and

7.2.3   Assessments being confirmed as accurate by Assessee Companies

and accordingly, TDH does not accept or undertake responsibility for the accuracy or completeness of such information or confirmation beyond using such reasonable endeavours.

7.3        If TDH’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of TISAtech FS Member   or the TISAtech FS Member ‘s agents, sub-contractors or employees, or the Assessee Company then it shall not be responsible for failure to supply the Assessments by any agreed date. TDH will notify TISAtech FS Member  of any such prevention or delay and the Parties shall then agree in writing to an appropriate extension for TDH to conduct the Assessment and provide the Assessment to TISAtech FS Member .

7.4        If TDH’s performance of its obligations under the Agreement is prevented by an Assessee Company declining to participate, then it shall not be responsible for failure to supply the Assessment. TDH shall inform TISAtech FS Member  in writing that it is unable to perform its obligations for this reason, with regards to the Assessee Company and confirm that the Assessment Credit to have been applied against such Assessment has been reinstated to the TISAtech FS Member ‘s account.

7.5        The TISAtech FS Member  acknowledges that TDH will be dependent on a certain level of co-operation from the Assessee Companies in order to prepare an Assessment and acknowledges and accepts that if as a result of lack of co-operation from an Assessee Company, the Assessment is inaccurate, incomplete or provided behind schedule, TDH will have no liability in respect thereof.

8  TDH PLUSTM DATABASE

8.1        TDH warrants that it uses reasonable endeavours to keep the TDH PlusTM Database up to date.

8.2        TISAtech FS Member  acknowledges that access to the TDH PlusTM Database is provided on an “as is” basis. The TDH PlusTM  Database’s coverage has been built by TDH’s analysts with desk research and then enhanced with contributions from financial institutions and FinTech hubs. TDH regularly updates the TDH PlusTM  Database, however TISAtech FS Member  acknowledges that new FinTech companies emerge continuously and that it is possible that some of them may not be included in the TDH PlusTM Database

8.3        The availability of the TDH PlusTM  Database depends in large part on the performance of Internet services and technology provided or controlled by third parties and the public Internet infrastructure, as well as on other events beyond TDH’s control. At times, the action or inaction of parties or systems not controlled by us or other events beyond TDH’s control can impair, disrupt or delay TDH’s ability to provide the TDH PlusTM  Database or TISAtech FS Member s ability to access the TDH Plus PlusTM  Database. Notwithstanding anything to the contrary in this TDH EULA, TDH disclaims, and TISAtech FS Member shall not hold TDH responsible for, any and all liability resulting from or related to such actions or events, including Force Majeure.

9  UNDERTAKINGS, LIABILITY

9.1        TDH undertakes to TISAtech FS Member  that: –

9.1.1    TDH will use reasonable efforts to ensure that the TDH Services shall not contain, at the time of delivery to TISAtech FS Member  from time to time, any viruses, worms, time bombs, time locks, drop dead devices, spyware, traps, access codes or trap door devices, or any other similar harmful, malicious or hidden procedures, routines or mechanisms which could cause such TDH Services or any other software, firmware, hardware, computer system or network, to cease functioning or to provide access to, disclose, damage or corrupt data, storage media, TDH Services, or any other software, firmware, hardware, computer system or network, or otherwise interfere with the TISAtech FS Member ’s, its Affiliates’ or any third party’s operations.

9.1.2   TDH has all necessary rights and authority to provide the Assessments and provide access to the TDH PlusTM  Database.

9.2        The TISAtech FS Member  assumes sole responsibility for results obtained from the use of the TDH Services and the Assessments by the TISAtech FS Member , and for conclusions drawn from such use.

9.3        Neither Party’s liability (whether in contract, tort (including negligence), breach of statutory duty, indemnity or otherwise) in respect of:

9.3.1   death or personal injury attributable to negligence;

9.3.2   fraud or fraudulent misrepresentation; or

9.3.3   any other liability that cannot be excluded or limited at law, will be excluded or limited.

9.4        TDH will not be liable for Losses incurred as a result of any claim, suit or proceedings arising from or in connection with the TISATech Platform except for express obligations in relation to the TDH PlusTM  Database & the TDH Services. TDH is not liable for services provided by TISAtech and any claims in respect thereof are exclusively between the TISAtech FS Member  and TISAtech.

9.5        Subject to Clause 8.3, neither Party shall be liable (whether in contract, tort (including negligence), breach of statutory duty, indemnity or otherwise) for any type of special, indirect, incidental or consequential loss, damage, injury or expense, or pure economic loss however caused (whether such loss, damage, injury or expense was foreseeable, known or otherwise).

9.6        Subject to Clause 8.3, neither Party shall be liable (whether in contract, tort (including negligence), breach of statutory duty, indemnity or otherwise) for any of the following loss or damage (whether such loss or damage was foreseeable, known or otherwise):

9.6.1   loss of revenue;

9.6.2   loss of actual or anticipated profits (including loss of profits on contracts);

9.6.3   loss of actual or anticipated savings;

9.6.4   loss of business;

9.6.5   loss of contracts;

9.6.6   loss of goodwill; or

9.6.7   loss of reputation.

9.7        Subject to Clauses 9.4,9.5 and 9.6 TDH’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement will be limited to £10,000.

10  FORCE MAJEURE

10.1     Provided it has complied with Clause 10.2 , a Party shall not be liable for any breach of its obligations in this Agreement resulting from causes beyond its reasonable control (or its sub contractors) including but not limited to Force Majeure Events.

10.2     A Party who is unable to perform its obligations under this Agreement due to an Force Majeure Event shall:

10.2.1 as soon as reasonably practicable after the start of the Force Majeure Event notify the other Party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and

10.2.2 use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

11  UPDATES TO THIS EULA

11.1     TDH may at its absolute discretion make updates to this EULA and the Privacy Policy (or any other documents referred to therein) from time to time by posting an update to the relevant terms to the TDH PlusTM  Database. TDH will endeavour to provide you with notice of any such update by email or directly through the Member Dashboard. TISAtech FS Member  shall comply with any such updated terms from the date on which the update is posted to the TDH PlusTM Database.

12  MISCELLANEOUS

12.1     Save as provided in this Clause 12.1, you may not assign, transfer or novate, or purport to assign, transfer or novate, any of your rights or obligations under this EULA without our prior written consent, such request not to be unreasonable withheld or delayed. We may assign, transfer or novate our rights and obligations under this EULA to one or more of our Affiliates without notice.

12.2     This Agreement shall not commit either Party to enter into any other agreement with the other.

12.3     No term of this Agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this Agreement.

12.4     This Agreement constitutes the entire understanding between the Parties concerning its subject matter and supersedes all previous communications, representations or agreements whether oral or written.  In the event of any inconsistency between this Agreement and any Schedule, the provisions of the applicable Schedule shall govern.  The terms of this Agreement shall supersede the terms and conditions of any click wrap, shrink wrap or other agreement included with or associated with the TDH Services or the medium on which it is contained, including without limitation, any invoice, bill or statement associated with the TDH Services.  No change or modification of any of these terms or conditions shall be binding on either Party unless made in writing and manually signed by an authorized representative of each Party.

12.5     If an individual uses or accesses the TDH Services on behalf of a company or other legal entity, that individual represents that they have the authority to bind that company or other legal entity to this EULA.

12.6     Neither Party will be deemed to have waived any of its rights under this EULA by lapse of time or by any statement or representation other than by a written waiver by a duly authorised representative. No waiver constitutes a waiver of any prior or subsequent breach.

12.7     TISAtech FS Member  shall not disparage TDH or the TDH Services (or any part thereof) or portray any of the foregoing in a false, competitively adverse or bad light.

12.8     TISAtech FS Member  agrees that TDH may gather and utilise statistical information gathered in connection with the TDH Services and the data processed by the TDH PlusTM  Database (the “TDH Platform Statistics”), however, we will only utilise the TDH Platform Statistics:

12.8.1 in a manner that will not identify TISAtech FS Member  as the source thereof;

12.8.2  in a form where the data is anonymised; and

12.8.3 in compliance with all applicable laws and regulations.

12.9     A person who is not a Party to this EULA has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this EULA other than TISAtech who shall be a third party beneficiary but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

12.10  All notices must be in writing and given by nationally recognised courier service, or electronic transmission and addressed to the Chief Executive at the address specified above (as updated from time to time by either Party giving notice to the other in writing). Any notice shall be deemed to have been received if:

12.10.1     delivered personally, at the time of delivery;

12.10.2     in the case of pre-paid recorded delivery or registered post, 3 Business Days from the date of posting; or

12.10.3     in the case of fax or email, at the time of transmission.

12.11  TDH may, having obtained prior permission from a TISAtech FS Member, use the name in a list of TDH customers, whether online or in promotional materials.

12.12  If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this EULA shall remain in effect.

12.13  Nothing in this EULA is intended to, or shall be deemed to, establish any partnership, joint venture or contract of employment between the Parties, express or implied, deem any Party, the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.

12.14  Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

12.15  This EULA is governed by the laws of England and Wales. The Parties consent to the exercise of exclusive jurisdiction of the courts in England for any claim relating to this EULA. No action, regardless of form, arising from this EULA or any TDH Service provided or to be provided hereunder may be brought by either Party more than two (2) years after the cause of action has accrued, except that an action for non-payment may be brought at any time.

 

 

SCHEDULE B

Part 1

TDH services for fintechs

1  DATABASE LISTING SERVICES

TDH will maintain a listing of the TISAtech Fintech Member on the TDH Plus™ Database. The TDH Plus™ Databse is available for TISAtech FS Members to scan and search for companies while they are members.

If the TISAtech Fintech Member has undertaken an Automated and/or Analyst Led Assessment – TDH will attach the Scores from such assessment to the listing.

If the TISAtech Fintech Member has undertaken an Automated and/or Analyst Led Assessment – TDH will make the assessment available for TISAtech FS Members to view.

TDH will take reasonable steps to keep the listing up to date and, without being bound to accept it, will act reasonably in taking into account information provided to it from time to time by the TISAtech Fintech Member.

The TISAtech Fintech Member may at any time request to restrict the availability of any Assessments such that a subset, designated or no TISAtech FS Members may view any assessments. TDH will carry out such request promptly.

A TISAtech Fintech Member may, at any time, request TDH to provide it with the information held in the listing on the TDH Plus™ Database.  TDH will supply the information by e mail to the company within a reasonably prompt timeframe.

the TISAtech Fintech Member will have the right to request edits in relation to Member Content published pursuant to Clause 1.4 of the Fintech EULA provided that TDH will retain overall approval rights as set out in Clause 1.4.

The listing may hold any of the following information:

Company

Products

Personnel

Funding

Company Name

Business Tags

Number of employees

Latest funding round

Company website

Technology Tags

Key personnel

Money raised in funding round

Founded date

Taxonomy fit for the company

Name

Number of investors

Head Office Address

Product Names

Position in Company

 

Main phone No.

Product Descriptions

  

Contact email

   

Cities where the company has offices

   

Countries where the company has offices

   

Company LinkedIn address

   

UK office address (non-UK based)

   

UK office phone No.

   

Company Description

   

2  AUTOMATED ASSESSMENT

This TDH Service comprises the production of an assessment report produced using the following process:

A: Survey

TDH will issue to the Assessee Company or Self Assessed Company an  online links to complete 2 questionnaires (the “Company Questionnaire” & the “Technology Questionnaire”, together “the Survey”). The specified Survey process comprises:

For the Company Assessment:

  1. TDH issues link to online Company questionnaire.

  2. The Assessee Company or Self-Assessed Company completes data requests included in the online Company Questionnaire

  3. TDH processes data and produces Company Assessment Scores

For the Technology Assessment:

  1. TDH issues link to online Technology Questionnaire

  2. The Assessee Company or Self-Assessed Company completes data requests included in the online Technology Questionnaire

  3. TDH processes data and produces Technology Assessment Scores

TDH produces the Company Assessment scores and the Technology Assessment scores (together the “Survey Scores”) and shares it with the Assessee Company or Self-Assessed Company.

The Survey Scores are added to the TDH PlusTM Database and are available for subscribers to view, subject to the prior written consent of the Assessee Company or Self-Assessed Company. The Assessee Company or Self-Assessed Company may decline to have the scores made available for subscribers to view in the TDH PlusTM Database by notifying TDH on E mail or in writing at any time.

  1. Assessment production & delivery

TDH produces the Company Assessment (combining the Company Assessment, the Technology Assessment & publicly available information) and shares it with the Assessee Company or Self-Assessed Company.

The Automated Assessment is added to the TDH PlusTM Database and made available for the TISAtech Fintech Member to view. The Assessee Company or Self-Assessed Company may decline to have the Automated Assessment made available to view on the TDH PlusTM Database by notifying TDH by email or in writing at any time.

The Assessments:

  1. Company Assessment: Company analysis across 4 categories: Business Model, Customer Engagement, Team Management & Financial Management

  2. Technology Assessment: Technology analysis across 4 categories: Design, Build, Deploy and Support.

3  ANALYST LED ASSESSMENT

This TDH Service comprises the production of an assessment report produced using the following process:

A: Survey

TDH will issue to the Assessee Company or Self-Assessed Company online links to complete 2 questionnaires (the “Company Questionnaire” & the “Technology Questionnaire”, together “the Survey”). The specified Survey process comprises:

For the Company Assessment:

  1. TDH issues link to the online Company Questionnaire.

  2. The Assessee Company or Self-Assessed Company completes data requests included in the online Company Questionnaire

  3. TDH processes data and produces Company Assessment Scores

For the Technology Assessment:

  1. TDH issues link to online Technology Questionnaire

  2. The Assessee Company or Self-Assessed Company completes data requests included in the online Technology questionnaire

  3. TDH processes data and produces Technology Assessment Scores

TDH produces the Company Assessment scores and the Technology Assessment scores (together the “Survey Scores”) and shares it with the Assessee Company or Self-Assessed Company.

The Survey Scores are added to the TDH PlusTM Database and are available for subscribers to view, subject to the prior written consent of the Assessee Company. The Assessee Company or Self-Assessed Company may decline to have the scores made available for subscribers to view in the TDH PlusTM Database by notifying the Partner by email or in writing at any time.

B: The Assessments:

  1. Company Assessment: Company analysis across 4 categories: Business Model, Customer Engagement, Team Management & Financial Management

  2. Technology Assessment: Technology analysis across 4 categories: Design, Build, Deploy & Support.

B: Analyst Led Assessment

TDH will utilise the Survey Scores and data to produce the Analyst Led Assessment. TDH  will follow the specified process, namely:

For the Company Assessment: –

  1. TDH processes the Survey data to produces initial analysis

  2. TDH interviews the Assessee Company or Self-Assessed Company

  3. TDH produces Company Assessment and sends to the Assessee Company or Self-Assessed Company for review

For the Technology Assessment: –

  1. TDH processes the Survey data to produces initial analysis

  2. TDH interviews the Assessee Company or Self-Assessed Company

  3. TDH produces Technology Assessment and sends to the Assessee Company or Self-Assessed Company for review

For Key Company Metrics: –

  1. TDH sends Key Company Metrics and background data requests to the Assessee Company or Self-Assessed Company

  2. TDH formats and inserts data received from Assessee Company or Self-Assessed Company into the KCM section of the Assessment (subject to Clause 1.4 approval regime)

C: Assessment production & delivery

  1. TDH produces the Analyst Led Assessment (combining the Company Assessment, Technology Assessment, Survey Scores and Key Company Metrics) and shares it with the Assessee Company or Self-Assessed Company for final commentary

  2. Assessee Company or Self-Assessed Company provides TDH with sign off to release the Analyst Led Assessment

  3. TDH makes the Analyst Led Assessment available to TISAtech Fintech Member

The Analyst Led Assessment contains four sections: –

  1. Summary: Product & Company overview; Technology overview; Company Analyst conclusion; Technology Analyst conclusion

  2. Company Assessment: Management Thinking and Behaviour – Target Company analysis across 4 vectors: Business Model, Customer Engagement, Team Management & Financial Governance

  3. Technology Assessment: Technology Vector analysis across 4 vectors: Design, Build, Deploy & Support

  4. Key Company Metrics: Essential review of the company’s key metrics, profiling the leadership team, products, financials and strategy

For Self-Assessed Company only:  TDH will provide to the TISAtech Fintech Member a series of written recommendations from the Analyst on how to increase performance (and the TDH Score). For the avoidance of doubt: this information will only be shared with the Self-Assessed Company.

4           ADDITIONAL ASSESSMENTS REQUESTS & ADDITIONAL ANALYST LED ASSESSMENT REQUESTS.

This Service comprises a TISAtech Fintech Member procuring TDH to produce an Assessment in exchange for the specified Fee.

Part 2

TDH services for financial institutions

 

1  DATABASE SERVICES

  1. Financial Institution Subscription. This Service comprises the joining of the TISATech FS Member to the TISAtech Platform with the purpose of accessing the TDH Plus ™ Database. The searchable database allows users to consume information about companies listed therein and is the platform from which to order other services as may be appropriate.

  2. Fair Usage Policy (the “Policy”); TDH defines its Fair Usage Policy for TDH Plus™ Database downloads as follows:

    1. except that an authorised user may download material from the TDH Services and/or make 10 print copies for internal use within the TISAtech FS Member , provided that all TDH copyright and other proprietary notices are retained and you adhere to TDH’s Fair Usage Policy in Clause 4;

    2. each authorised user may make unlimited download requests from the TDH Plus TM Database provided that at no point in time they have downloaded in total more than 10% of the companies covered in the database

  • Once the 10% threshold is reached the user must delete the excess number of records and confirm in writing that they have done so. Contact [email protected].

Database Listing Service.

  1. TDH will maintain a listing of the TISAtech Fintech Member on the TDH PlusTM Database. The TDH PlusTM  Database is available for TISAtech FS Members to scan and search for companies while they are members.

  2. If the TISAtech Fintech Member has undertaken an Automated and/or Analyst Led Assessment – TDH will attach the Scores from such assessment to the listing. If the TISAtech Fintech Member has undertaken an Automated and/or Analyst Led Assessment – TDH will make the assessment available for TISAtech FS Members to view.

  • TDH will take reasonable steps to keep the listing up to date and, without being bound to accept it, will act reasonably in taking into account information provided to it from time to time by the TISAtech Fintech Member.

  1. The TISAtech Fintech Member may at any time request to restrict the availability of any Assessments. TDH will carry out such request promptly.

  2. The listing may hold any of the following information:

Company

Products

Personnel

Funding

Company Name

Business Tags

Number of employees

Latest funding round

Company website

Technology Tags

Key personnel

Money raised in funding round

Founded date

Taxonomy fit for the company

Name

Number of investors

Head Office Address

Product Names

Position in Company

 

Main phone No.

Product Descriptions

  

Contact email

   

Cities where the company has offices

   

Countries where the company has offices

   

Company LinkedIn address

   

UK office address (non-UK based)

   

UK office phone No.

   

Company Description

   

If assistance regarding the access to TDH Services is necessary, please use the Help facility on the Member Dashboard.

2  AUTOMATED ASSESSMENT

This service comprises the production of an assessment report produced using the following process:

A: Survey

TDH will issue to the Assessee Company online links to complete 2 questionnaires (the “Company Questionnaire” & the “Technology Questionnaire”, together “the Survey”). The specified Survey process comprises:

For the Company Assessment:

  1. TDH issues link to the online Company Questionnaire.

  2. The Assessee Company completes data requests included in the online Company Questionnaire

  3. TDH processes data and produces Company Assessment Scores

For the Technology Assessment:

  1. TDH issues link to online Technology Questionnaire

  2. The Assessee Company completes data requests included in the online Technology Questionnaire

  3. TDH processes data and produces Technology Assessment Scores

TDH produces the Company Assessment scores and the Technology Assessment scores (together the “Survey Scores”) and shares it with the Assessee Company.

The Survey Scores are added to the TDH PlusTM  Database and are available for subscribers to view, subject to the prior written consent of the Assessee Company. The Assessee Company may decline to have the scores made available for subscribers to view in the TDH PlusTM Database by notifying the TDH by E mail or in writing at any time.

  1. Assessment production & delivery

TDH produces the Automated Assessment (combining the Company Assessment, the Technology Assessment & publicly available information) and shares it with the Assessee Company.

The Automated Assessment is added to the TDH PlusTM Database and made available for the TISAtech FS Member  to view. The Assessee Company may decline to have the Automated Assessment made available to view on the TDH PlusTm Database by notifying TDH on E mail or in writing at any time.

The Assessments:

  1. Company Assessment: Company analysis across 4 categories: Business Model, Customer Engagement, Team Management & Financial Management

  2. Technology Assessment: Technology analysis across 4 categories: Design, Build, Deploy and Support.

3  ANALYST LED ASSESSMENT

This service comprises the production of an assessment report produced using the following process:

A: Survey

TDH will issue to the Assessee Company online links to complete 2 questionnaires (the “Company Questionnaire” & the “Technology Questionnaire”, together “the Survey”). The specified Survey process comprises:

For the Company Assessment:

  1. TDH issues link to the online Company Questionnaire.

  2. The Assessee Company completes data requests included in the online Company Questionnaire

  3. TDH processes data and produces Company Assessment Scores

For the Technology Assessment:

  1. TDH issues link to online Technology Questionnaire

  2. The Assessee Company completes data requests included in the online Technology questionnaire

  3. TDH processes data and produces Technology Assessment Scores

TDH produces the Company Assessment scores and the Technology Assessment scores (together the “Survey Scores”) and shares it with the Assessee Company.

The Survey Scores are added to the TDH PlusTM Database and are available for subscribers to view, subject to the prior written consent of the Assessee Company. The Assessee Company may decline to have the scores made available for subscribers to view in the TDH PlusTM  Database by notifying TDH on E mail or in writing at any time.

B: Analyst Led Assessment

TDH will utilise the Survey Scores and data to produce the Analyst Led Assessment. TDH will follow the specified process, namely:

For the Company Assessment: –

  1. TDH processes the Survey data to produces initial analysis

  2. TDH interviews the Assessee Company

  3. TDH produces Company Assessment and sends to the Assessee Company for review

For the Technology Assessment: –

  1. TDH processes the Survey data to produces initial analysis

  2. TDH interviews the Assessee Company

  3. TDH produces Technology Assessment and sends to the Assessee Company for review

For Key Company Metrics: –

  1. TDH sends Key Company Metrics and background data requests to the Assessee Company

  2. TDH formats and inserts data received from Assessee Company into the KCM section of the Assessment

C: Assessment production & delivery

  1. TDH produces the Analyst Led Assessment (combining the Company Assessment, Technology Assessment, Survey Scores and Key Company Metrics) and shares it with the Assessee Company for final commentary

  2. Assessee Company provides TDH with sign off to release the Analyst Led Assessment

  3. TDH makes the Analyst Led Assessment available to TISAtech FS Member

The Analyst Led Assessment contains four sections: –

  1. Summary: Product & Company overview; Technology overview; Company Analyst conclusion; Technology Analyst conclusion

  2. Company Assessment: Management Thinking and Behaviour – Target Company analysis across 4 vectors: Business Model, Customer Engagement, Team Management & Financial Governance

  3. Technology Assessment: Technology Vector analysis across 4 vectors: Design, Build, Deploy & Support

  4. Key Company Metrics: Essential review of the company’s key metrics, profiling the leadership team, products, financials and strategy

NOTE: Assessments (AUTOMATED or ANALYST LED) that have been produced for the TISAtech FS Member  using Assessment Credits that the TISAtech FS Member   has purchased from TDH (or TISAtech) are excluded from Clause 3.4.

4  ADDITIONAL USERS (to be issued in bundles of three licences)

This service comprises providing a TISAtech FS Member  with extra user logins for the TDH PlusTM  Database than those provider by default payment of the Financial Institution subscription Fee. Such Additional users will be accorded the same rights, privileges and controls as those under the original Service.

5  ADDITIONAL ASSESSMENTS REQUESTS & ADDITIONAL ANALYST LED ASSESSMENT REQUESTS.

This Service comprises a TISAtech FS Member  procuring the TDH to produce an Assessment in exchange for the specified Fee. Such contract to be entered into via the TISAtech Platform. The TISAtech FS Member  will purchase an “Assessment Credit” from the TDH on the TISAtech Platform which can be used to specify and order the Assessment on the TDH PlusTM Database. Once the Assessment is made available to the TISAtech FS Member  the “Assessment Credit” is deemed exercised. If for any reason the Assessment is not delivered to the TISAtech FS Member – then the “Assessment Credit” is not deemed to have been exercised and remains in the members account on the TDH PlusTM  Database.

6  EXCESS USAGE FEES

If a TISAtech FS Member exceed the limits included in the Fair Usage Policy set out in  Section 1, b) TDH retains the right to charge excess usage fees to the TISAtech FS Member. The excess usage fee will be calculated by multiplying £100,00 (one hundred pounds) by the number of individuals directly connected with the TISAtech FS Member which in the reasonable  opinion of TDH could have access to the data downloaded from the TDH PlusTM Database in contravention of the Fair Usage Policy. 

 

 

SCHEDULE 3

Third Party Services Providers

“Third Party Services Providers” means a third-party Processor not related to the Partner and appointed by it for the purposes of Personal Data processing under this Agreement.

 

Approved supplier

Service

Location of data

DPA available

AWS

Hosting

Within UK/EU

Yes

Knack

Database

Within UK/EU

Yes