Platform terms of use

These Standard Terms ("Standard Terms") may be incorporated into one or more orders referencing these Standard Terms (each an "Order Form"). Each Order Form, together with these Standard Terms, shall form a separate agreement (an "Agreement"), by and between the Person identified on the Order Form ("Customer") and Quantemplate Research Ltd. ("Quantemplate"), applicable to the Platform and the Services identified on the Order Form. Each Order will specify its effective date ("Order Effective Date").

The following are appended to these Standard Terms: (i) Service Level Appendix (Appendix 1); (ii) Data Protection Appendix (UK) (Appendix 2); (iii) Data Protection Appendix (US) (Appendix 3); and (iv) Template Order Form (Appendix 4).

In the case of any inconsistency, conflict or ambiguity between any of the provisions of the Agreement, priority shall be given in the following order (i) the Order Form, (ii) the Data Processing Appendices; (iii) the Standard Terms.

  1. BACKGROUND AND SCOPE
    1. Customer wishes to access the Platform and use the Services in order to receive certain insurance industry related data, visualisation and analytics solutions services. This Agreement governs the nature and scope of the Customer's use of the Platform and the Services to be provided by Quantemplate to Customer.
    2. Customer may use (and permit its Authorized Users to use) the Platform and Services only in the ordinary course of Customer's internal business operations for the benefit of Customer and only in accordance with the terms of the Order Form and this Agreement, including the Scope of Use. Customer shall be liable for any breach of this Agreement by any persons given access to the Platform by Customer.
  2. COMMENCEMENT AND DURATION
    1. Unless terminated earlier pursuant to the terms of Section 13, this Agreement shall:
      1. commence on the Order Effective Date of the relevant Order Form and shall continue for the Initial Term; and
      2. automatically renew for further successive twelve (12) month terms (each a "Renewal Term") at the end of the Initial Term and at the end of each Renewal Term, unless either Party gives written notice to the other Party not later than ninety (90) days before the end of the Initial Term or a Renewal Term to terminate this Agreement at the end of the Initial Term or that Renewal Term. The Initial and Renewal Term comprise the "Term".
  3. PAYMENTS
    1. Fees. Customer shall pay to Quantemplate the Fees. All invoices shall be sent to Customer's address. Except as otherwise specified on the Order Form, Customer's payments shall be due within thirty (30) days after the invoice date.
    2. Late Payment. A late payment fee at the rate of 1.5% per month (or, if lower, the maximum rate permitted by applicable law) shall accrue on any amounts thirty (30) days past due and unpaid by Customer to Quantemplate, except for Disputed Amounts.
    3. Annual Increase. On an annual basis, Quantemplate may increase recurring fees as agreed in an Order Form.
    4. Taxes. All fees to be paid by Customer to Quantemplate under this Agreement do not include any taxes (including consumption taxes such as GST or VAT), duties, levies, fees or similar charges or surcharges of any jurisdiction that may be assessed or imposed in connection with the transactions contemplated by this Agreement ("Taxes"). Customer shall be responsible for the payment of all such Taxes and shall (i) directly pay any such Taxes assessed against it; and (ii) promptly reimburse Quantemplate for any such Taxes that Quantemplate is required by law to collect or pay on behalf of Customer.
    5. Remedies for Non-payment. If Customer fails to pay Quantemplate within thirty (30) days after Quantemplate makes written demand (including by email) for any past-due amount payable under this Agreement that is not a Disputed Amount, in addition to all other rights and remedies which Quantemplate may have, Quantemplate may suspend Customer's access to the Platform without notice or liability. Quantemplate shall have no liability for Customer's use of the Platform until all such past-due amounts are paid in full.
  4. SCOPE OF USE; RESTRICTIONS
    1. Intellectual Property. The Platform and the Services are the proprietary property of Quantemplate. All related Intellectual Property and other ownership rights shall be and remain exclusively with Quantemplate or its licensors (as appropriate), even with respect to such items that were created by Quantemplate specifically for or on behalf of Customer. This Agreement is not an agreement of sale, and no Intellectual Property or other ownership rights to the Platform are transferred to Customer by virtue of this Agreement.
    2. Use Restrictions. Except to the extent specifically authorized by this Agreement, Customer shall not attempt to, and shall not permit any other Person under its reasonable control to:
      1. use the Platform or Services for any purpose or in any manner not specifically authorized by this Agreement;
      2. provide or otherwise make the Platform available (including any part thereof) available to any third parties other than the Authorized Users;
      3. use the Platform either: (i) to develop a program having any functional attributes, visual expressions or other features similar to those of the Platform; (ii) to compete with Quantemplate; or (iii) to conduct any type of application service provider, service bureau or time-sharing operation or to provide remote processing, network processing, network telecommunications or similar services to any Person, whether on a fee basis or otherwise;
      4. sell, market, license, sublicense, distribute or otherwise grant to any Person, including any outsourcer, vendor, sub-Agreement or, consultant or partner, any right to use the Platform;
      5. remove, alter or obscure any Quantemplate trademark, copyright or other proprietary notice;
      6. circumvent, disable, or interfere with security-related features of the Platform or features that prevent or restrict use, access to, or copying the Platform, or that enforce limitations on use of the Platform;
      7. impose an unreasonable or disproportionately large load of Customer Data on the Platform without Quantemplate's approval;
      8. attempt to copy, modify, develop, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform, any aspect of the Services and/or Documentation (as applicable) in any form or media or by any means;
      9. perform penetration tests on the Platform without Quantemplate's written consent;
      10. list or otherwise display or copy any code for the Platform;
      11. introduce or permit the introduction of, any Harmful Code into the Platform or Quantemplate's network and information systems.
    3. Scope of Use. The Scope of Use for the Platform is contained in the relevant Order Form. Breach of the Scope of Use by Customer, or by any of its Authorized Users will attract additional fees (as determined by Quantemplate and payable in accordance with section 3.1) and may be considered a material breach of this Agreement as determined by Quantemplate.
    4. Authorized Users. Customer shall be fully liable for all acts and omissions of Authorized Users. Customer will take all steps which are reasonably necessary to ensure that all Authorized Users are aware of the provisions of this Agreement.
  5. QUANTEMPLATE WARRANTIES AND DISCLAIMERS

    Quantemplate warrants that during the Term:

    1. the Platform will materially conform to the then-current Documentation when used in accordance therewith and the terms of this Agreement. Quantemplate's sole liability, and Customer's sole remedy, for breach of the warranty in Section 5.1 is that Quantemplate will use of commercially reasonable efforts to remedy any breach of Section 5.1 within thirty (30) days of receipt of notice of the relevant defects or, at Quantemplate's option, refund of the sums paid by Customer for the defective element of the Platform on a pro-rated basis;
    2. it will use all reasonable efforts to comply with the Service Level Appendix;
    3. it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement; and
    4. Using a recent version of a reputable virus-checking product (to the extent commercially available), Quantemplate will check the Services for any Harmful Code and will use commercially reasonable efforts to eliminate any such Harmful Code that is discovered.
    5. Exclusion for Unauthorized Actions. Quantemplate is not liable under any provision of this Agreement for any performance problem, claim of infringement or other matter to the extent attributable to any unauthorized or improper use or modification of the Platform by or on behalf of Customer, any combination of the Platform with other software or services, any use of any version of the Platform other than the latest version, Customer's failure to implement corrections or changes to the Platform provided by Quantemplate, a failure to subscribe to ongoing support services and any wrongful act or omission by Customer, its Affiliates or its customers or any breach of this Agreement by Customer.
    6. Disclaimer. Quantemplate does not warrant that: (i) Customer's use of the Services will be uninterrupted or error-free; or (ii) that the Platform, Services, Documentation and/or the Outputs will meet all of Customer's requirements. EXCEPT AS SET OUT IN SECTIONS 5.1 AND 5.2, THE PLATFORM, SERVICES AND DOCUMENTATION ARE PROVIDED "AS IS", AND ALL OTHER REPRESENTATIONS, WARRANTIES, TERMS OR CONDITIONS, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, QUALITY OF INFORMATION, QUIET ENJOYMENT OR OTHERWISE (INCLUDING IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INTERFERENCE, OR NON-INFRINGEMENT) ARE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDED FROM THIS AGREEMENT.
  6. CUSTOMER WARRANTIES

    Customer warrants that during the Term:

    1. it will provide Quantemplate with (i) all necessary co-operation in relation to this Agreement; and (ii) all necessary access to such information as may be required by Quantemplate in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
    2. without affecting its other obligations under this Agreement, it will comply with all applicable laws and regulations with respect to its activities under this Agreement;
    3. it will carry out all other Customer responsibilities set out in this Agreement or any Order Form in a timely and efficient manner. In the event of any delays in Customer's provision of such assistance as agreed by the parties, Quantemplate may adjust any agreed timetable or delivery schedule it deems reasonably necessary;
    4. it will implement and maintain effective security polices, and procedures to prevent unauthorised disclosure of Access Protocols and unauthorised access to the Platform. Quantemplate may suspend access to the Platform without advance notice if Quantemplate reasonably believes the Platform is being used or accessed in an unauthorized, illegal or disruptive manner, provided that Quantemplate will promptly notify Customer of any such event;
    5. it will ensure that the Authorized Users use the Platform, Services and the Documentation in accordance with the terms and conditions of this Agreement, and it will be responsible for any Authorized User's breach of this Agreement;
    6. it will obtain and shall maintain all necessary licences, consents, and permissions necessary for Quantemplate, its contractors and agents to perform their obligations under this Agreement;
    7. it will ensure that its network and systems comply with the relevant specifications (the "Specified Configuration") provided by Quantemplate from time to time; and
    8. it will use all reasonable efforts not to introduce or permit the introduction of, any Harmful Code into Quantemplate's network and information systems.
  7. INDEMNITIES
    1. Customer's Use of the Platform and Services. Customer shall defend, indemnify and hold harmless Quantemplate, its officers, directors, employees and agents against all Losses arising out of or in connection with Customer's use of the Platform, Services and/or Documentation, provided that (a) the Customer is given prompt notice of any such claim; (b) Quantemplate provides reasonable co-operation to Customer in the defence and settlement of such claim, at Customer's expense; and (c) Customer is given sole authority to defend or settle the claim.
    2. No Infringement. Quantemplate shall indemnify and defend Customer, its officers, directors, employees and agents against all Losses arising from any third-party claim asserting that Customer's use of the Platform, and/or Documentation, as and when made available to Customer by Quantemplate and when properly used for the purpose and in the manner specifically authorized by this Agreement, infringes upon any (i) any United Kingdom or United States patent issued as of the date of this Agreement; (ii) any copyright of any country that is a member of the Berne Convention as of the date of this Agreement; or (iii) any trade secret or other proprietary right of any Person.
    3. Quantemplate's obligation under Section 7.2 is contingent upon Customer: (a) promptly giving notice to Quantemplate of the applicable infringement claim; (b) allowing Quantemplate to have sole control of the defense or settlement of the claim; (c) reasonably cooperating with Quantemplate during defense and settlement efforts; (d) not making any admission, concession, consent judgment, default judgment or settlement of the applicable infringement claim or any part thereof (unless otherwise agreed by Quantemplate in writing); and (e) mitigating Losses as much as possible. If any applicable infringement claim is initiated, or in Quantemplate's sole opinion is likely to be initiated, then Quantemplate may at its option and expense: (i) procure the right for Customer to continue using the Platform, (ii) replace or modify the infringing part of the Platform so that it becomes non-infringing or, (iii) if such remedies are not reasonably available, terminate this Agreement on five (5) Business Days' notice to Customer without any additional liability or obligation to pay liquidated damages or other additional costs to Customer.
  8. LIMITATION OF LIABILITY
    1. Limitations Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER OR RELATED TO EACH ORDER SHALL UNDER NO CIRCUMSTANCES EXCEED THE AGGREGATE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO QUANTEMPLATE UNDER THAT ORDER FOR THE SERVICES WHICH ARE THE SUBJECT MATTER OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT THAT IS THE BASIS FOR THE FIRST CLAIM.
    2. Consequential Damage Exclusion. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OTHER PERSON FOR LOSSES OR DAMAGES WHICH FALL INTO ANY OF THE FOLLOWING CATEGORIES: (a) LOST REVENUES; (b) LOST PROFITS; (c) LOSS OF BUSINESS; (d) TRADING LOSSES; (e) INACCURATE DISTRIBUTIONS OR INACCURATE OUTPUTS; OR (f) ANY INCIDENTAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND.
    3. Exceptions. THE LIMITATIONS AND EXCLUSIONS SET FORTH IN SECTIONS 8.1 AND 8.2 SHALL NOT APPLY TO: (a) BREACHES OF THE SCOPE OF USE; (b) FAILURE TO PAY FEES WHEN DUE; (c) DAMAGES CAUSED BY EITHER PARTY'S FRAUD OR WILLFUL MISCONDUCT; (d) A PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY DUE TO THAT PARTY'S NEGLIGENCE; OR (e) A PARTY'S LIABILITY FOR DAMAGES TO THE EXTENT THAT SUCH LIMITATION OR EXCLUSION IS NOT PERMITTED BY APPLICABLE LAW. THE LIMITATIONS SET FORTH IN SECTION 8.1 DO NOT APPLY TO CLAIMS FOR WHICH INDEMNIFICATION IS PROVIDED BY A PARTY UNDER SECTIONS 7.1, 7.2 AND TO ANY INDEMNITIES IN THE RELEVANT DATA PROTECTION APPENDICES. EACH PARTY'S LIABILITY FOR DATA PROTECTION LOSSES SHALL BE LIMITED TO USD 1 MILLION.
    4. Open Negotiation. Customer and Quantemplate have freely and openly negotiated this Agreement, including the pricing, with the knowledge that the liability of the parties is to be limited in accordance with the provisions of this Agreement.
    5. Other Limitations. The warranties made by Quantemplate in this Agreement, and the obligations of Quantemplate under this Agreement, run only to Customer and not to its Affiliates, its customers or any other Persons. Under no circumstances shall any Affiliate or customer of Customer or any other Person be considered a third-party beneficiary of this Agreement or otherwise entitled to any rights or remedies under this Agreement (including any right to be consulted in connection with any variation or rescission of the Agreement agreed between Quantemplate and Customer), even if such Affiliates, customers or other Persons are provided access to the Services or data maintained in the Platform via the Internet or other networked environment. Except to the extent specified in an Order Form, Quantemplate shall not be deemed Customer's official record keeper for regulatory or other purposes and shall have no obligation to retain any records or data on Customer's behalf after termination or expiration of this Agreement.
    6. Force Majeure. Neither party shall be liable for, nor shall either party be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement (other than its payment obligations, which shall be suspended only for so long as the force majeure event renders Customer unable by any means to transmit payments when due hereunder) as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, theft or criminal misconduct by unrelated third parties, disruption or outage of communications (including the Internet or other networked environment), power or other utility, unavailability of supplies or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by the non-performing party with reasonable care.
  9. CUSTOMER DATA
    1. All Intellectual Property Rights in and to Customer Data shall vest in Customer and Quantemplate shall not obtain any right, title or interest in the Customer Data, except that Quantemplate shall be permitted to use the Customer Data in accordance with the licence granted in Section 9.2 and Section 10.
    2. Customer hereby grants to Quantemplate a non-exclusive, worldwide, royalty-free licence, irrevocable during the Term, to use the Customer Data in order for Quantemplate to provide the Services under this Agreement.
    3. Quantemplate shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.
    4. Customer warrants and represents on an ongoing basis that it has the necessary rights, power, consents and authority to transmit Customer Data to Quantemplate pursuant to this Agreement and to grant Quantemplate the licences to use Customer Data in Section 9.2 and Section 10.
    5. Customer will indemnify, defend and hold Quantemplate and its officers, directors, employees and agents harmless from and against any and all Losses arising from or in connection with, Customer's breach of the warranty at Section 9.4.
    6. Customer is responsible for maintaining back-up copies of all Customer Data in accordance with standard back-up procedures.
  10. AI/ML Use of Customer Data
    1. Use of Customer Data for AI/ML: Customer acknowledges and agrees that Quantemplate may use Customer Data, Outputs, (which for the avoidance of doubt includes content submitted, transmitted, stored, or otherwise processed through the Services) on a perpetual and irrevocable basis, to develop, improve, and operate its artificial intelligence (AI) and machine learning (ML) models and technologies which may be incorporated into the Platform and the Services. This use may include, but is not limited to, training, fine-tuning, and evaluating models to enhance performance, functionality, and security of the Platform and Services.
    2. The Customer agrees that the use set out in section 10.1 will not infringe any Intellectual Property Rights of the Customer.
    3. The Customer acknowledges that Quantemplate and its licensors may collect metrics, analytics, metadata, statistics or other data related to the Customer's use of the Platform and Services:
      1. to provide the Platform and Services to and for the benefit of the Customer; and
      2. to analyse, maintain and improve the Platform and Services, including for security purposes.
  11. DATA SECURITY
    1. Customer Data. Quantemplate will implement commercially reasonable administrative, technical and physical safeguards designed to: (i) ensure the security and confidentiality of Customer Data; (ii) protect against any anticipated threats or hazards to the security or integrity of Customer Data; and (iii) protect against unauthorized access to or use of Customer Data. Quantemplate will review and test such safeguards on no less than an annual basis.
    2. Customer Personal Data. If Quantemplate Processes or otherwise has access to any Personal Data of Customer as a result of this Agreement, the following provisions shall apply with respect to the Processing of that Personal Data on Customer's behalf:
      1. Quantemplate shall Process the Personal Data only in accordance with any lawful and reasonable instructions given by Customer from time to time as documented in and in accordance with the terms of this Agreement;
      2. Quantemplate shall ensure that all persons it authorizes to access the Personal Data are bound by appropriate obligations of confidentiality with respect to that Personal Data;
      3. taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing of the relevant Personal Data, Quantemplate shall implement appropriate technical and organizational measures to ensure a level of security for the Personal Data in accordance with applicable data protection law;
      4. Quantemplate shall cooperate with Customer as reasonably required to assist Customer with its compliance with its legal obligations under applicable data protection laws, and Customer shall reimburse Quantemplate for any time spent by Quantemplate personnel as part of any such cooperation at Quantemplate's then standard professional services rate, together with any out-of-pocket costs reasonably incurred;
      5. to the extent required by applicable law, Quantemplate shall give notice to Customer of any Personal Data breach relating to the Personal Data of Customer;
      6. Customer shall ensure that it is entitled to transfer the relevant Personal Data to Quantemplate so that Quantemplate may lawfully Process the Personal Data in accordance with this Agreement on Customer's behalf, which may include Quantemplate Processing the relevant Personal Data outside the country where Customer and the Authorized Users are located;
      7. Quantemplate may engage Sub-Processors under this Agreement and Quantemplate shall: (i) impose upon such Sub-Processors the equivalent data protection obligations as set out in this Section 10.2 and (ii) be responsible for the misuse or impermissible distribution of the Personal Data by its Sub-Processors under this Agreement to the same extent as if those actions were taken by Quantemplate. Quantemplate shall inform Customer of any intended changes concerning the addition or replacement of Sub-Processors engaged by Quantemplate, including by making such information available to Customer on its web page; and
      8. if Quantemplate will Process or otherwise have access to any Personal Data of Customer related to data subjects residing in the European Economic Area, United Kingdom or Switzerland, the following additional provisions shall apply with respect to the Processing of Personal Data on Customer's behalf:
        1. Customer shall be the Controller and Quantemplate shall be a Processor;
        2. Customer must ensure that the Order Form specifies all types of Personal Data to be Processed including the categories of natural persons to which such Personal Data relates;
        3. upon Customer's written request, Quantemplate shall (at Customer's option) delete or return all Personal Data Processed on behalf of Customer to Customer after the end of the provision of services relating to the Processing of that Personal Data, subject to Quantemplate retaining any copies required by applicable law;
        4. to the extent required for compliance with applicable data protection law, upon Customer's written request (but not more than once in any twelve (12) month period, unless otherwise required under applicable data protection law), Quantemplate shall make available to Customer all information reasonably necessary to demonstrate Quantemplate's compliance with the obligations set out in this Section 7.2; and
        5. the provisions of Appendix 2 shall apply.
      9. if Quantemplate will Process or otherwise have access to any Personal Data of Customer related to data subjects residing in the United States of America, the provisions of Appendix 3 shall apply.
  12. THIRD PARTY CONTENT
    1. Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk.
    2. Quantemplate makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any Agreement entered into by Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between Customer and the relevant third party, and not Quantemplate.
    3. Quantemplate recommends that Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Quantemplate does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
  13. CONFIDENTIALITY
    1. Each party and its Authorized Recipients may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. A Party's Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving Party; (b) was in the other party's lawful possession before the disclosure; (c) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the receiving Party, which independent development can be shown by written evidence.
    2. Subject to Section 12.4, each Party shall hold, and shall ensure that its Authorized Recipients hold, the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
    3. Each Party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
    4. A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Section 12.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
    5. For the avoidance of doubt, the Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Quantemplate's Confidential Information. Quantemplate acknowledges that the Customer Data is the Confidential Information of Customer.
    6. The above provisions of this Section 13 shall survive termination of this Agreement, however arising. Each party acknowledges that any breach of any of the provisions of this Section 13 may result in irreparable injury to the other for which money damages would not adequately compensate. Accordingly, the injured party in such circumstance shall be entitled, in addition to all other rights and remedies which it may have, to seek to have a decree of specific performance or an injunction issued by any court of competent jurisdiction, requiring the breach to be cured or enjoining all Persons involved from continuing the breach.
  14. TERMINATION
    1. This Agreement may be terminated by either party in accordance with section 2.1(b)
    2. Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other party if:
      1. the other Party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than forty-five (45) days after being notified in writing to make such payment;
      2. the other Party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to remedy such breach; or
      3. a Party becomes insolvent or unable to pay its debts, proposes a voluntary arrangement, has a receiver, or administrator appointed over the whole or any part of its assets, suffers the passing of any resolution for its winding up (except for the purposes of a bona fide solvent amalgamation or reconstruction), bankruptcy or dissolution, otherwise proposes an arrangement with its creditors (or any class of them), ceases to carry on business, claims the benefit of any statutory moratorium, or undergoes any similar or equivalent process in any jurisdiction.
  15. CONSEQUENCES OF TERMINATION
    1. On termination of this Agreement:
      1. Customer shall promptly (and in any event within ten (10) Business Days of the date of termination) pay Quantemplate any outstanding balances owing to Quantemplate under this Agreement or relevant part thereof;
      2. for the avoidance of doubt, termination of this Agreement will mean that any and all Order Forms will terminate automatically without requirement of notice;
      3. any and all permissions and authorisations granted to Customer and/or its Authorised Users by Quantemplate under this Agreement will terminate automatically; and
      4. each Party will promptly return all Confidential Information received from the other Party, together with all copies, or certify in writing that all such Confidential Information and copies thereof have been destroyed.
    2. Any obligation to return, destroy or permanently erase Confidential Information set out in Section 15.1 shall not apply:
      1. in respect of one (1) copy of the Customer Data, that Quantemplate may be entitled to retain as necessary to comply with any legal, regulatory, judicial, audit, or internal compliance requirements; and
      2. to any Confidential Information or Customer Data that is retained by Quantemplate on electronic back-up media made in the ordinary course of business and from which it cannot readily be isolated from other information and deleted,
    3. provided that, in each case, the applicable provisions of this Agreement relating to data security and Confidential Information shall continue to apply to any such Confidential Information and/or Customer Data.
    4. Any provision of this Agreement that either expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect, including: Section 1 (Background and Scope); Section 3 (Payments), Section 4 (Scope of Use and Restrictions), Section 8 (Limitation of Liability), Section 9 (Customer Data), Section 11 (Data Security), Section 12 (Third Party Content), Section 13 (Confidentiality), Section 14 (Termination), Section 15 (Consequences of termination), Section 16 (Publicity), Section 17 (Personnel), Section 18.1 (Notices), Section 18.7 (Rights and Remedies), Section 18.8 (Severance), Section 18.9 (Entire agreement), Section 18.10 (No partnership or agency), Section 18.11 (Rights of third parties), Section 19 (Governing law), and Section 20 (Defined Terms).
    5. Termination Assistance Services. Upon the termination of this Agreement by Client pursuant to and in accordance with Section 14, at Customer's reasonable request and subject to the parties executing a professional services order, Quantemplate shall provide to Customer consulting services, assistance with data transfers or downloads to Customer's system, database or spreadsheet system and such other termination assistance, on a time and materials basis at Quantemplate's then prevailing professional services fee rates for the type of professional services requested
  16. PUBLICITY
    1. Customer agrees that Quantemplate may publicize the fact that Customer is a Quantemplate client and publish a description of the services provided to Customer under this Agreement.
    2. Customer also agrees to be included as a reference client on Quantemplate's website and in its marketing materials including the use of the Customer logo.
  17. PERSONNEL
    1. If Customer, directly or through one or more subsidiaries or other controlled entities, hires any Quantemplate Personnel at any time when such Quantemplate Personnel is employed or engaged by Quantemplate or during the six (6) months after such employment or engagement ends, then Customer shall pay to Quantemplate as liquidated damages (and not a penalty) an amount equal to twelve (12) months of such Quantemplate Personnel's salary and other compensation (including bonus or commission payments) at the time of leaving his/her employment or engagement with Quantemplate. For purposes of this provision, "hire" means to employ as an employee or to engage as an independent contractor or, whether on a full-time, part-time or temporary basis. This provision will remain in effect during the term of this Agreement and for a period of one (1) year after expiration or termination of this Agreement.
  18. GENERAL
    1. Notices. All notices, consents and other communications under or regarding this Agreement shall be in writing and shall be deemed to have been received on the earlier of: (a) the date of actual receipt; (b) the third Business Day after being mailed by first class, certified or air mail; or (c) the first Business Day after being sent by a reputable overnight delivery service. Any notice may be given by facsimile, or email if notice by one of the foregoing is provided promptly thereafter. Customer's address for notices is stated on the Order Form. Quantemplate's address for notices is Quantemplate Research Ltd, Saul Lodge, Arlingham Rd, Saul, Gloucester, GL2 7JE, UK E mail address: adrian.rands@quantemplate.com. Customer's address for notices is stated on the Order Form. Either party may change its address for notices by giving written notice of the new address to the other party.
    2. Open source software. Certain elements of the Platform are subject to "open source" or "free software licenses" ("Open Source Software"). Customer acknowledges that certain elements of such Open Source Software are owned by third parties. Each item of Open Source Software is licensed under the terms of the end-user licence that accompanies such Open Source Software (for the purposes of this Section 18.2, each an "OSS Licence"). Nothing in this Agreement limits Customer's rights under, or grants Customer rights that supersede, the terms and conditions of any OSS Licence.
    3. Subcontracting. Subject to applicable provisions of the Data Protection Appendices, Quantemplate may engage a third party to perform its obligations under this Agreement, provided that Quantemplate shall remain fully liable to Customer for performance of such obligations (subject to the exclusions and limitations outlined therein).
    4. Assignment. Customer will not assign, transfer, charge, sub-Agreement or deal in any other manner with all or any of its rights or obligations under this Agreement, without the prior written consent of Quantemplate provided that Customer may freely assign this Agreement (in whole, but not in part) to any of its Affiliates. Customer agrees to provide Quantemplate with reasonable advance notice in the event that it proposes to assign this Agreement to an Affiliate.
    5. Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
    6. Waiver. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    7. Rights and Remedies. The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by applicable law.
    8. Severance. If any provision or part-provision of this Agreement shall be held to be invalid, illegal, void or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Section 17.8 shall not affect the validity and enforceability of the rest of this Agreement. If one Party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
    9. Entire agreement. The Agreement constitutes the entire agreement and understanding between the Parties relating to the matters contemplated by this Agreement and supersedes all previous agreements (if any and whether in writing or not) between the Parties in relation to such matters. The Parties acknowledge and agree that, except as otherwise expressly provided for in this Agreement, they are not entering into this Agreement on the basis of, and are not relying on and have not relied on, any statement, representation, warranty or other provision (in any case whether oral, written, expressed or implied) made, given, or agreed to by any person (whether a Party to this Agreement or not) in relation to the subject matter of this Agreement, provided that nothing in this Agreement shall exclude any Party from liability for fraud or fraudulent misrepresentation.
    10. No Partnership or Agency. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute 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. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
    11. Rights of Third Parties. A person who is not a Party to this Agreement shall not be entitled to enforce any of its terms.
    12. Counterparts. The Agreement (or any part thereof requiring signed execution) may be signed in any number of counterparts and by the Parties on separate counterparts, each of which, when executed and delivered by a Party, shall be an original and such counterparts taken together shall constitute one and the same agreement. Electronic copies of signatures by the authorised representatives of the Parties (e.g., PDF scans) are enforceable just as though they were original wet-ink signatures.
  1. GOVERNING LAW
    1. This Agreement and any dispute, difference, controversy or claim arising, directly or indirectly, out of or in connection with it or its subject matter or formation (including non-contractual disputes, differences, controversies or claims) is governed by, and shall be construed and enforced in accordance with, the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute, difference, controversy or claim arising, directly or indirectly, out of or in connection with this Agreement, or the breach, termination or validity thereof (including non-contractual disputes or claims). The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement
  2. DEFINED TERMS

    The following definitions apply to this Agreement:

    "Access Protocols": means the user log-in credentials, together with the network link required to enable Authorised Users to set their password, necessary to access, and have active access protocols for, the Platform
    "Affiliate": whether capitalized or not, means, with respect to a specified Person, any Person which directly or indirectly controls, is controlled by, or is under common control with the specified Person as of the date of this Agreement, for as long as such relationship remains in effect.
    "Authorized Recipient": means: (i) with respect to Customer, any Authorized User and any employee of a Customer, contractor, or, provided that the contractor or is not a competitor of Quantemplate and (ii) with respect to Quantemplate, its Affiliates and their respective contractors, and both Parties' respective professional advisers.
    "Authorised Users": means those Customer Personnel who are authorised by the Customer to access the Platform.
    "Business Day": means any day which is not a Saturday, Sunday or public holiday in the relevant jurisdiction and on which the banks are open for business in such jurisdiction.
    "Confidential Information": means all business or technical information disclosed by disclosing Party to receiving Party in connection with this Agreement. Confidential Information includes without limitation: (i) Customer Data; (ii) the Platform and Documentation; and (iii) the terms of this Agreement, but not the fact that this Agreement has been signed, the identity of the parties hereto or the identity of the Platform or Services being provided under an Order Form.
    "Controller" or "controller" means an entity which alone or jointly with others determines purposes for which and the manner in which any Personal Data are, or are to be, Processed.
    "Customer Data": means any data, media, information or other content that is inputted by or on behalf of Customer (including by Authorized Users) to the Platform.
    "Customer Personnel" means any employees, agents, subcontractors or representatives of the Customer;
    "Data Protection Losses": all Losses suffered by a Party (including relating to material or non-material damage) which relate to the other Party's breach of its obligations under data protection laws.
    "Disputed Amount" means a good faith dispute by Customer certain amounts invoiced under this Agreement. An amount will only constitute a Disputed Amount if: (i) Customer has given notice of the dispute to Quantemplate promptly after receiving the invoice; and (ii) the notice explains Customer's position in reasonable detail. A dispute will not exist as to an invoice in its entirety merely because certain amounts on the invoice are Disputed Amounts.
    "Documentation": means the manuals, product literature, instructions, schematics, and drawings prepared or published by Quantemplate and updated from time to time that describes or relates to the Platform and its use, operation, features, functionality and capabilities.
    "Fees": means any or all of the fees and charges for use by the Customer of the Services and access to the Platform, as set out in an Order Form and as may be payable pursuant to section 4.3.
    "Harmful Code" means any viruses, worms or similar harmful code.
    "Intellectual Property Rights": means all copyright and related rights, patents, rights to inventions, utility models trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
    "Initial Term" means the agreed initial term of the Agreement, which shall be 1 month for Pro subscriptions or 12 months for Max subscriptions, as specified in the Order Form or as otherwise agreed between the parties.
    "Losses": means all losses, liabilities, damages, costs, claims, charges, demands, actions, proceedings and expenses (including legal and professional fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties).
    "Order Effective Date" is set out in paragraph 1 of these Standard Terms.
    "Order Form": means the order form signed by the Parties, which incorporates these Terms and Conditions.
    "Outputs": means the Results and any deliverables generated by Quantemplate's Services.
    "Person": includes a natural person, corporate or unincorporated body.
    "Personal Data": means any information relating to an identified or identifiable natural person.
    "Personnel": means a Party's employees, agents, consultants or contractors.
    "Platform": means Quantemplate's web-based software-as-a-service platform owned, operated and/or licensed by Quantemplate, which may be used to access certain insurance industry-related visualisation and analytics solutions, together with any Quantemplate Data comprised therein or accessed thereby.
    "Processing" or "Process": means any operation on data whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
    "Processor" or "processor": means an entity which Processes the Personal Data only on behalf of the Controller and not for any purposes of its own.
    "Quantemplate Data": means any data, media, information or other content that is accessible via the Platform (excluding any Customer Data).
    "Results": means any downloadable content generated by the Platform in course of Customer's use thereof.
    "Scope of Use" has the meaning set out in section 4.3.
    "Services": means the subscription services provided by Quantemplate to Customer under this Agreement as more particularly described in the Documentation.
    "Service Level Appendix": means the Service Level Appendix attached at Appendix 1 (as may be updated from time to time, with notice to Customer) and "Service Levels" means the levels of performance of the Platform set out therein.
    "Term": means the Initial Term and any Renewal Terms(s) as further described at clause 2.1(b).
    "Third Party Content": means any and all content, data, media, information, software (including all Intellectual Property Rights relating thereto or subsisting therein) that is owned by and/or licensed from a third party.

APPENDIX 1 – SERVICE LEVELS
SERVICE LEVEL APPENDIX ("SLA")

  1. SERVICE LEVELS
    1. This SLA sets out Quantemplate’s commitment to provide Platform and Services Availability and Support Services during the Term.
  2. INTERPRETATION
    1. In this SLA, where the context admits:

      "Available" or "Availability" means Customer, or an Authorized User will have uninterrupted access to the Platform and "un-Available" means that Customer and/or Authorized Users are unable to access the Platform.

      "Business Hours" means the period from 9.00 am to 5.00 pm Eastern Time, and 8.00am to 10.00pm GMT on any Business Day.

      "Disaster Recovery Time" measures the time it takes Quantemplate to restore the Platform and Services to a condition where all of its functionality is Available to Customer and its Authorized Users.

      "Downtime Minutes" means the total number of minutes that Customer or its Authorized Users do not have Availability to the Platform as a result of an Incident or due to Maintenance Time in excess of the Maintenance Cap or any other impairment on their access. The calculation of Downtime Minutes excludes time that the Authorized Users are unable to access the Platform due to a Force Majeure Event.

      "Error" means a failure of the latest version of the Platform to perform in all material respects in accordance with the Documentation.

      "Incident" means a Service Error, issue or technical problem related to the Platform, in respect of which a notification from Customer or its Authorized Users is received by Quantemplate.

      "Incident Response Time" means the time period after Quantemplate's receipt of notification of, an Incident until the time that Quantemplate responds to Customer.

      "Maintenance Time" means the time period during which the Platform may not be Available each month so that Quantemplate can perform scheduled Maintenance on an as needed basis determined in Quantemplate's sole discretion, provided that such Maintenance Time shall not exceed a total of three (3) hours in any calendar month (the "Maintenance Cap").

      "Quantemplate Network" means the network inside Quantemplate's border routers

      "Quantemplate Network Metrics" means any key figures required to maintain compliance with this SLA. All Quantemplate Network Metrics must be published and available to Customer to ensure compliance with this SLA and specifically, but not limited to, Clauses 5, 6 and 7.

      "Service Levels" means the levels of performance that Quantemplate is required to achieve, as more particularly described in this Service Level Appendix.

      "Service Level Default" means Quantemplate's performance for a particular Service Level has failed to meet the applicable required level of performance.

      "Support Services" means support provided by Quantemplate to Customer via the Support Website to fix Errors in the Platform.

      "Support Website" means the website located at https://www.quantemplate.com/appstatus, or any successor website thereto as may be notified to Customer in advance in writing.

      "Total Monthly Minutes" means the number of days in a calendar month multiplied by 1,440 minutes per day.

      "Uptime" is calculated based on the following formula:

      A = ((T – M – D) / (T – M)) x 100

      A = Availability
      T = Total Monthly Minutes in a calendar month
      M = Maintenance Time not in excess of Maintenance Cap
      D = Downtime Minutes.

  3. SERVICE LEVEL UPTIME

    The overall Service Level Uptime metric is 99.9% of Availability for any calendar month.

  4. MAINTENANCE NOTICES
    1. Quantemplate will communicate the date and time that it intends to make the Quantemplate Platform un-Available via in-app notification at least forty-eight (48) hours in advance (or longer if practical). Customer acknowledges that there may be instances where Quantemplate needs to interrupt the Availability of the Platform without notice in order to protect the integrity of the Platform due to security issues, virus attacks, spam issues or other unforeseen circumstances. Below are the types of maintenance during which the Quantemplate Platform may become un-Available and their definitions:
      1. Emergency Maintenance: This Maintenance may happen immediately with little or no notification ahead of time; however, Quantemplate will post the information to the Support Website soon after or during the change. Any Emergency Maintenance shall be considered un-Availability and shall be excluded from the calculation of Service Level Uptime.
      2. Preventative Maintenance: Quantemplate detects an item in the Quantemplate Network that Quantemplate determines it needs to take action on, to avoid Emergency Maintenance in the future. This Maintenance if possible, will usually occur in low peak hours with peak being defined by Quantemplate's network metrics. Any Preventative Maintenance shall be considered un-Availability and shall be excluded from the calculation of Service Level Uptime.
      3. Planned Maintenance: Maintenance which is required to (i) support on-going product and operational projects to ensure optimal performance; (ii) deploy non-critical service packs or patches; and (iii) periodic redundancy testing. Planned Maintenance will be posted seven (7) days in advance on the in-app notification, however, certain circumstances may preclude Quantemplate from doing so. Quantemplate will use reasonable efforts to ensure that Planned Maintenance is performed during the following times and days: 12:00 am ET Saturdays to 11:59 pm ET Sundays. Planned Maintenance will occur in low peak hours with peak being defined by Quantemplate's Network Metrics. Planned Maintenance which does not result in un-Availability of the Platform will not require notification to Customer.
  5. CUSTOMER OPERATIONAL RESPONSIBILITIES
    1. Minimum Requirements/Specified Configuration: Customer and/or its Authorized Users (as applicable) must have the following in order to access the Platform:
      1. Internet connection with adequate bandwidth of at least 5mbps; and
      2. The Google Chrome Internet browser.
  6. SERVICE LEVELS
    1. Support Services: During Business Hours, Quantemplate will provide reasonable technical support and assistance for Authorized User Error reports sent via e-mail to the Support Website. Quantemplate will provide 24/7 Support Services for a Category Level 1 Incident.
    2. Measurement and Reports. Quantemplate shall provide a report of its performance to Customer by email notification and at www.Quantemplate.com/appstatus with respect to each Service Level on a monthly basis. Within fifteen (15) days after the end of each month, Quantemplate shall provide Customer with reports summarizing Quantemplate's performance with respect to each Service Level (i) during the preceding month and (ii) each of the preceding twelve (12) months.
    3. Incident Response Times Service Levels

      Quantemplate shall comply with the following response times per Incident. "Response" means that Quantemplate has acknowledged Customer or Authorized User's request.

      Category Level Criteria Incident Response Time
      1 Interruption rendering the Platform un-Available; no Customer-approved work-around 15 Minutes
      2 Interruption rendering the Platform un-Available; Customer-approved work-around available 30 Minutes
      3 Platform is un-Available for a single Authorized User, which shall not exceed five percent (5%) of Authorized Users. 4 Hours
      4 Intermittent problem that has a workaround or fix in place that does not require any actions by Customer 8 Hours
  7. Service Level Credits
    1. Subject to clauses 7.2 and 7.4 below, In the event of a Service Level Default, Quantemplate shall provide the Customer Service Level credits as calculated below ("Service Level Credits"),
      Monthly Uptime Percentage Monthly Service Level Credit
      <100% but >= 99.9% 2.5% of the monthly fee
      <99.9%, but >= 99.0% 5.0% of the monthly fee
      <99.0%, but >= 98.0% 10% of the monthly fee
      <98.0%, but >= 97.0% 15% of the monthly fee
      • Monthly Service Level Credits are calculated based on the percentage of the monthly fee.
      • The monthly fee is calculated as 1/12th of the then annual Fees detailed in the Order Form.
      • All Service Level Credits shall be shown as a deduction from the amount due from the Customer to Quantemplate in the next invoice then due to be issued under the relevant Order Form. Quantemplate shall not in any circumstances be obliged to make any refund to Customer. If there are no renewing Order Forms, then the Service Level Credits will be paid to Customer at the completion of the then current Order Form.
      • The provision of a Service Credit shall be an exclusive remedy for a particular Service Level failure.
      • Service Credits shall be limited to USD 10,000 per annum.
    2. To receive a Service Level Credit for a particular calendar month, Customer must submit a claim by email to the Support Team, and include the following information:
      1. Customer name,
      2. the name of the service to which the claim relates,
      3. the name, email address, and telephone number of the Customer's designated contact; and
      4. information supporting each claim of Service Level Default, including date, time, and a description of the incident and affected service.
    3. The requirement for Customer to subject a Service Credit request shall not be construed as a waiver of requesting such Service Credit.
    4. Customer shall not be entitled to a Service Level Credit to the extent that un-Availability of the Platform is caused by: (a) Customer's failure to provide the requirements set forth in Clause 5 (Customer Operational Responsibilities) of this SLA, (b) failure of Customer's Internet service provider, (c) Customer or its Authorized Users' operator error, (d) failure of Customer's or its Authorized Users' hardware, software or network; or (e) a Force Majeure Event.

APPENDIX 2 – UK DATA PROTECTION APPENDIX ("DPA")

BACKGROUND

(A) Customer and Quantemplate entered into an agreement that will require Quantemplate to process Personal Data on behalf of the Customer.

(B) This DPA out the additional terms, requirements and conditions on which Quantemplate will process Personal Data when providing Services under the Agreement. This DPA contains the mandatory clauses required by Article 28(3) of the General Data Protection Regulation ((EU) 2016/679) for Agreements between controllers and processors.

AGREED TERMS

  1. DEFINITIONS AND INTERPRETATION
    Authorised Persons: the persons or categories of persons that the Customer authorises to give Quantemplate Personal Data processing instructions (as defined in Annex A).
    Appropriate Safeguards: such legally enforceable mechanism(s) for transfers of Personal Data as may be permitted under Data Protection Legislation from time to time (including, but not limited to the Standard Contractual Clauses or Privacy Shield certification)
    Business Purposes: the Services described in the Agreement.
    Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
    Data Protection Losses: all liabilities, including all costs (including legal costs), claims, demands, actions, settlements, interest, charges, procedures, expenses, losses and damages (including relating to material or non-material damage).
    Data Subject: an individual who is the subject of Personal Data.
    Personal Data: means any information relating to an identified or identifiable natural person that is processed by Quantemplate as a result of, or in connection with, the provision of the Services under the Agreement; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
    Personal Data Breach: a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.
    Processing, processes and process: either any activity that involves the use of Personal Data or as the Data Protection Legislation may otherwise define processing, processes or process. It includes any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring Personal Data to third parties.
    Standard Contractual Clauses (SCC): the European Commission's Standard Contractual Clauses for the transfer of Personal Data from the European Union to processors established in third countries (controller-to-processor transfers), as set out in the Annex to Commission Decision 2010/87/EU, a completed copy of which comprises Annex B.
    Subprocessor: another Processor engaged by Quantemplate for carrying out processing activities in respect of the Personal Data on behalf of Customer.
    UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
    1. This DPA is subject to the terms of the Agreement and is incorporated into the Agreement. Interpretations and defined terms set forth in the Agreement apply to the interpretation of this Agreement.
    2. The Annexes form part of this DPA and will have effect as if set out in full in the body of this Agreement.
    3. A reference to writing or written includes email.
    4. In the case of conflict or ambiguity between:
      1. any provision contained in the body of this DPA and any provision contained in the Annexes, the provision in the body of this DPA will prevail;
      2. any of the provisions of this DPA and the provisions of the Agreement, the provisions of this DPA will prevail; and
      3. any of the provisions of this DPA and any executed SCC, the provisions of the executed SCC will prevail.
  2. PERSONAL DATA TYPES AND PROCESSING PURPOSES
    1. The Customer and Quantemplate acknowledge that for the purpose of the Data Protection Legislation, the Customer is the controller and Quantemplate is the processor.
    2. The Customer retains control of the Personal Data and remains responsible for its compliance obligations under the applicable Data Protection Legislation, including providing any required notices and obtaining any required consents, and for the processing instructions it gives to Quantemplate.
    3. Annex A describes the subject matter, duration, nature and purpose of processing and the Personal Data categories and Data Subject types in respect of which Quantemplate may process to fulfil the Business Purposes of the Agreement
  3. QUANTEMPLATE'S OBLIGATIONS
    1. Quantemplate will only process the Personal Data to the extent, and in such a manner, as is necessary for the Business Purposes in accordance with the Customer's written instructions (from Authorised Persons. Quantemplate will not process the Personal Data for any other purpose or in a way that does not comply with this DPA or the Data Protection Legislation. Quantemplate must promptly notify the Customer if, in its opinion, the Customer's instruction would not comply with the Data Protection Legislation.
    2. Quantemplate must promptly comply with any Customer request or instruction [from Authorised Persons] requiring Quantemplate to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.
    3. Quantemplate will maintain the confidentiality of all Personal Data and will not disclose Personal Data to third parties unless the Customer or this Agreement, specifically authorises the disclosure, or as required by law. If a law, court, regulator or supervisory authority requires Quantemplate to process or disclose Personal Data, Quantemplate must first inform the Customer of the legal or regulatory requirement and give the Customer an opportunity to object or challenge the requirement, unless the law prohibits such notice.
    4. Quantemplate will reasonably assist the Customer with meeting the Customer's compliance obligations under the Data Protection Legislation, taking into account the nature of Local Page's processing and the information available to Quantemplate, including in relation to Data Subject rights, data protection impact assessments and reporting to and consulting with supervisory authorities under the Data Protection Legislation.
    5. Quantemplate must promptly notify the Customer of any changes to Data Protection Legislation that may adversely affect Quantemplate's performance of the Agreement.
  4. QUANTEMPLATE EMPLOYEES
    1. Quantemplate will ensure that all employees:
      1. are informed of the confidential nature of the Personal Data and are bound by confidentiality obligations and use restrictions in respect of the Personal Data;
      2. have undertaken training on the Data Protection Legislation relating to handling Personal Data and how it applies to their particular duties; and
      3. are aware both of Quantemplate's duties and their personal duties and obligations under the Data Protection Legislation and this DPA.
  5. SECURITY
    1. Quantemplate must at all times implement and maintain, at its cost and expense in relation to the processing of Personal Data by it, appropriate technical and organisational measures taking into account the nature of the processing.
  6. PERSONAL DATA BREACH
    1. Quantemplate will promptly and without undue delay notify the Customer if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable.
    2. Quantemplate will immediately notify the Customer if it becomes aware of:
      1. any accidental, unauthorised or unlawful processing of the Personal Data; or
      2. any Personal Data Breach.
    3. Where Quantemplate becomes aware of (a) and/or (b) above, it shall, without undue delay, also provide the Customer with the following information:
      1. description of the nature of (a) and/or (b), including the categories and approximate number of both Data Subjects and Personal Data records concerned;
      2. the likely consequences; and
      3. description of the measures taken or proposed to be taken to address, including measures to mitigate its possible adverse effects.
    4. Immediately following any unauthorised or unlawful Personal Data processing or Personal Data Breach, the parties will co-ordinate with each other to investigate the matter. Quantemplate will reasonably co-operate with the Customer in the Customer's handling of the matter.
    5. Quantemplate agrees that the Customer has the sole right to determine:
      1. whether to provide notice of the Personal Data Breach to any Data Subjects, supervisory authorities, regulators, law enforcement agencies or others, as required by law or regulation or in the Customer's discretion, including the contents and delivery method of the notice; and
      2. whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy.
  7. CROSS-BORDER TRANSFERS OF PERSONAL DATA
    1. Quantemplate (or any Subprocessor) must not transfer or otherwise process Personal Data outside the European Economic Area (EEA) without obtaining the Customer's prior written consent
    2. The Customer agrees that Quantemplate may transfer any Protected Data to countries outside the EEA, provided all transfers of Personal Data shall (to the extent required under Data Protection Legislation) be effected by way of Appropriate Safeguards and in accordance with Data Protection Legislation. The provisions of this Agreement shall constitute the Customer's instructions with respect to transfers in accordance with Clause 3.1.
    3. If the Customer consents to appointment by Quantemplate of a Subprocessor located outside the EEA in compliance with the provisions of clause 7, then the Customer authorises Quantemplate to enter into SCC contained in Annex B with the Subprocessor in the Customer's name and on its behalf. Quantemplate will make the executed SCC available to the Customer on request.
  8. SUBPROCESSORS
    1. Quantemplate shall make available to Customer the current list of Subprocessors for the Services. Such Subprocessor lists shall include the identities of those Subprocessors and their country of location. ("Infrastructure and Sub-processor Documentation").
    2. Quantemplate will provide notification of a new Subprocessor(s) before authorizing any new Sub-processor(s) to Process Personal Data in connection with the provision of the applicable Services. Quantemplate may only authorise any further Subprocessors to process the Personal Data if:
      1. Quantemplate maintains control over all Personal Data it entrusts to the Subprocessor; and
      2. The Customer is given an opportunity to object to the appointment of such Subprocessor. In the event Customer objects to a new Subprocessor, Quantemplate will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer's configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Subprocessor without unreasonably burdening Customer. If Quantemplate is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Customer may terminate the applicable Order Form(s) with respect only to those Services which cannot be provided by Quantemplate without the use of the objected-to new Subprocessor by providing written notice to Quantemplate. Quantemplate will refund Customer any prepaid fees covering the remainder of the term of such Order Form(s) following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on Customer.
    3. Where the Subprocessor fails to fulfil its obligations under such written agreement, Quantemplate remains fully liable to the Customer for the Subprocessor's performance of its agreement obligations.
  9. COMPLAINTS, DATA SUBJECT REQUESTS AND THIRD-PARTY RIGHTS
    1. Quantemplate must, at no additional cost, take such technical and organisational measures as may be appropriate, and promptly provide such information to the Customer as the Customer may reasonably require, to enable the Customer to comply with:
      1. the rights of Data Subjects under the Data Protection Legislation, including subject access rights, the rights to rectify and erase personal data, object to the processing and automated processing of personal data, and restrict the processing of personal data; and
      2. information or assessment notices served on the Customer by any supervisory authority under the Data Protection Legislation.
    2. Quantemplate must notify the Customer immediately if it receives any complaint, notice or communication that relates directly or indirectly to the processing of the Personal Data or to either party's compliance with the Data Protection Legislation.
    3. Quantemplate must notify the Customer if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their related rights under the Data Protection Legislation.
    4. Quantemplate will give the Customer its full co-operation and assistance in responding to any complaint, notice, communication or Data Subject request.
    5. Quantemplate must not disclose the Personal Data to any Data Subject or to a third party other than at the Customer's request or instruction, as provided for in this Agreement or as required by law.
  10. DATA RETURN AND DESTRUCTION
    1. At the Customer's request, Quantemplate will give the Customer a copy of or access to all or part of the Customer's Personal Data in its possession or control in the format and on the media reasonably specified by the Customer.
    2. On termination of the Agreement for any reason or expiry of its term, Quantemplate will securely delete or destroy or, if directed in writing by the Customer, return and not retain, all or any Personal Data related to this Agreement in its possession or control, except for one copy that it may retain and use for six years for audit purposes only.
    3. If any law, regulation, or government or regulatory body requires Quantemplate to retain any documents or materials that Quantemplate would otherwise be required to return or destroy, it will notify the Customer in writing of that retention requirement, giving details of the documents or materials that it must retain, the legal basis for retention, and establishing a specific timeline for destruction once the retention requirement ends.
  11. RECORDS AND AUDIT
    1. Quantemplate will keep detailed, accurate and up-to-date written records regarding any processing of Personal Data it carries out for the Customer, including but not limited to, the access, control and security of the Personal Data, approved Subprocessors and affiliates, the processing purposes, categories of processing, any transfers of personal data to a third country and related safeguards, and a general description of the technical and organisational security measures referred to in Clause 5.1 (Records).
    2. Quantemplate will ensure that the Records are sufficient to enable the Customer to verify Quantemplate's compliance with its obligations under this DPA and Quantemplate will provide the Customer with copies of the Records upon request.
    3. Quantemplate will permit the Customer and/or its third-party representatives to audit Quantemplate' compliance with its DPA obligations by inspecting all Records and the infrastructure, electronic data or systems, facilities, equipment or application software used to store, process or transport Personal Data. The Customer must give Quantemplate at least 10 days' written notice of its intention to conduct an audit.
    4. The notice requirements in Clause 11.3 will not apply if the Customer reasonably believes that a Personal Data Breach occurred or is occurring, or Quantemplate is in breach of any of its obligations under this Agreement or any Data Protection Legislation.
  12. WARRANTIES
    1. Quantemplate warrants that:
      1. its employees, Subprocessors, agents and any other person or persons accessing Personal Data on its behalf are reliable and trustworthy and have received the required training on the Data Protection Legislation relating to the Personal Data;
      2. it and anyone operating on its behalf will process the Personal Data in compliance with the Data Protection Legislation and other laws, enactments, regulations, orders, standards and other similar instruments; and
      3. considering the current technology environment and implementation costs, it will take appropriate technical and organisational measures to prevent the unauthorised or unlawful processing of Personal Data and the accidental loss or destruction of, or damage to, Personal Data.
    2. The Customer warrants that:
      1. Quantemplate's expected use of the Personal Data for the Business Purposes and as specifically instructed by the Customer will comply with the Data Protection Legislation; and
      2. all Personal Data sourced by the Customer for use in connection with the Services under the Agreement shall comply in all respects, including in terms of its collection, storage and processing (which shall include the Customer providing all of the required fair processing information to, and obtaining all necessary consents from, Data Subjects), with Data Protection Legislation
      3. all instructions given by it to Quantemplate in respect of Personal Data shall at all times be in accordance with Data Protection Legislation; and
      4. it has undertaken due diligence in relation to Quantemplate's processing operations, and it is satisfied that Quantemplate's processing operations are suitable for the purposes for which the Customer proposes to use the Services and engage Quantemplate to process the Personal Data.
  13. LIABILITY AND INDEMNITIES
    1. The Customer shall indemnify and keep indemnified Quantemplate in respect of all Data Protection Losses suffered or incurred by, awarded against or agreed to be paid by Quantemplate and any Subprocessor arising from or in connection with any:
      1. non-compliance by the Customer with the Data Protection Legislation
      2. processing carried out by Quantemplate or any subprocessor pursuant to any Processing instruction from Customer that infringes any Data Protection Legislation; or
      3. a breach by the Customer of any of the warranties in Clause 12.2 above.
    2. Quantemplate shall be liable for Data Protection Losses (howsoever arising, whether in Agreement, tort (including negligence) or otherwise) under or in connection with this DPA:
      1. only to the extent caused by the processing of Personal Data under this DPA and directly resulting from Quantemplate' breach of clauses 1 to 13 (inclusive); and
      2. in no circumstances to the extent that any Data Protection Losses (or the circumstances giving rise to them) are contributed to or caused by any breach of this DPA by the Customer.
    3. Subject to clauses 13.1 and 13.2 above and where expressly stated the total combined liability of either party (and its affiliates) to the other (and its affiliates) in connection with the Standard Terms and this DPA will be limited to that as specified in the Agreement. Nothing in this clause 13 will otherwise affect the remaining provisions of the Agreement relating to liability or any specific exclusions for any limitations of liability.
    4. This clause 13 is intended to apply to the allocation of liability for Data Protection Losses as between the parties, including with respect to compensation to Data Subjects, notwithstanding any provisions under Data Protection Legislation to the contrary, except:
      1. to the extent not permitted by applicable law (including Data Protection Legislation); and
      2. that it does not affect the liability of either party to any Data Subject.

ANNEX A

PERSONAL DATA PROCESSING PURPOSES AND DETAILS

Subject matter of processing:

Quantemplate's provision of the Services to the Customer.

Duration of the processing:

The term of the Agreement.

Nature and purpose of the processing:

Quantemplate will process Customer's Personal Data for the purposes of providing the Services to the Customer in accordance with this DPA and the Agreement.

Type of Personal Data:

Data relating to individuals provided to Quantemplate via the provision of the Services by or at the direction of the Customer.

Categories of Data Subjects:

Data subjects include the individuals about whom data is provided to Quantemplate via the Services by or at the direction of Customer.

Authorised Persons:

Customer's employees and contractors, and any other person acting on behalf of the Customer.

ANNEX B

STANDARD CONTRACTUAL CLAUSES

http://eur-lex.europa.eu/legal-content/en/TXT/?uri=CELEX%3A32010D0087

APPENDIX 3 - PRIVACY AND DATA SECURITY APPENDIX

  1. BACKGROUND
    1. This Privacy and Data Security Appendix sets forth the terms and conditions relating to the privacy and security of Customer Data associated with Services provided by Quantemplate to Customer pursuant to the Agreement. To the extent that any conflicts between the Agreement and this Appendix may exist, the terms of this Appendix shall apply. Capitalized terms used but not defined in this Appendix shall have the meanings set forth in the Agreement. Customer and Quantemplate agree as follows:
    2. Definitions
      1. "Notification Related Costs" shall include Customer's internal and external costs associated with investigating, addressing and responding to the Security Breach, including but not limited to: (i) preparation and mailing or other transmission of notifications or other communications to consumers, employees or others as Customer deems reasonably appropriate; (ii) establishment of a call center or other communications procedures in response to such Security Breach (e.g., customer service FAQs, talking points and training); (iii) public relations and other similar crisis management services; (iv) legal, consulting and accounting fees and expenses associated with Customer's investigation of and response to such event; and (v) costs for commercially reasonable credit reporting and monitoring services that are associated with legally required notifications or are advisable under the circumstances for a period of twelve (12) months following the Security Breach.
      2. "Malware" means software designed to destroy, damage, disable, or gain unauthorized access to any computer system, software, or electronic data.
      3. "Personal Information" means any Customer Data (a) relating to an identified or identifiable natural person (such as name, postal address, email address, telephone number, date of birth, Social Security number (or its equivalent), driver's license number, account number, personal identification number, health or medical information (or any other unique identifier or one or more factors specific to the person's physical, physiological, mental, economic or social identity)), or (b) defined as "personal information" (or an equivalent term) under the law, or both (a) and (b), whether such information is in individual or aggregate form and regardless of the media in which it is contained.
      4. "Security Breach" means any actual or reasonably suspected (provided that there is adequate proof to justify the suspicion) unauthorized access to or acquisition, use, disclosure, modification or destruction of any Customer Data as well as any circumstance pursuant to which applicable law or regulation requires notification of such breach to be given to affected parties or other activity in response to such circumstance.
    3. Security Requirements. Quantemplate developed, maintains and implements a comprehensive written information security program outlined in its Systems Control Procedures Manual that complies with applicable data protection laws as well as the terms and conditions of this Security Appendix and the Agreement. Quantemplate may update or revise the Systems Control Procedures Manual, provided, any such updates or revisions shall be in compliance with applicable Privacy Laws and shall not materially decrease the Quantemplate obligations and requirements.
      1. Compliance with the Systems Control Procedures Manual is audited and assured under the International Standard for Assurance Engagements (ISAE) 3402 SOC II and Statement on Standards for Attestation Engagements (SSAE) 16 assurance regimes. Quantemplate shall provide such reports, including type two reports, to Customer upon request by Customer.
    4. The procedures outlined in Systems Control Procedures Manual have been designed to support international and domestic privacy and security requirements.
    5. Privacy Laws. Quantemplate shall comply with all applicable international, federal, state, provincial and local laws, rules, regulations, directives and governmental requirements currently in effect and as they become effective relating in any way to the privacy, confidentiality or security of Personal Information including, without limitation, the European Union Directives governing general data protection the EU General Data Protection Regulation (Regulation EU 2016/679); the Canadian Personal Information Protection and Electronic Documents Act ("PIPEDA") and relevant provincial laws; the Gramm-Leach-Bliley Act ("GLBA"), 15 U.S.C. §§ 6801-6827, and all regulations implementing GLBA; the Fair Credit Reporting Act ("FCRA"), 15 U.S.C. § 1681 et seq., as amended by the Fair and Accurate Credit Transactions Act ("FACTA"), and all regulations implementing the FCRA and FACTA; Health Insurance Portability and Accountability Act of 1996 ("HIPAA") (codified as amended in scattered sections of 29 U.S.C. and 42 U.S.C.), and all regulations implementing HIPAA; the Controlling the Assault of Non Solicited Pornography and Marketing Act ("CAN SPAM"); state information security breach notification laws (such as Cal. Civ. Code §§ 1798.100 et seq); laws imposing minimum information security requirements (such as the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq and its implementing regulations, 201 Mass. Code Reg. 17.00 and Nev. Rev. Stat. §§ 603A.210, 603A.215); laws requiring the secure disposal of records containing certain Personal Information (such as N.Y. Gen. Bus. Law § 399-H); and all other similar international, federal, state, provincial, and local requirements (all laws collectively referred to as "Privacy Laws").
    6. Loss of or Unauthorized Access to Company Information; Intrusions
      1. Security Assessment. Without limiting the generality of the foregoing, Quantemplate's information security program and policies shall also address (i) regular assessment and re-assessment of the risks to the security of Customer Data and systems acquired or maintained by Quantemplate and its agents and contractors, including (A) identification of internal and external threats that could result in a Security Breach, (B) assessment of the likelihood and potential damage of such threats, taking into account the sensitivity of such data and systems, and (C) assessment of the sufficiency of policies, procedures, and information systems of Quantemplate and its agents and subcontractors, and other arrangements in place, to control risks; and (ii) protection against such risks.
      2. Security Breach.
        1. In the event Quantemplate becomes aware of any Security Breach, Quantemplate shall (a) as promptly as practicable (and, in any event, within one Business Day) notify Customer of such Security Breach in accordance with Section 18.1 of the Agreement and with a copy by e-mail to Quantemplate's primary business contact within Customer, (b) perform a root cause analysis thereon; (c) investigate such Security Breach and report its findings to Customer; (d) provide Customer with a remediation plan for its approval to address the Security Breach and prevent any further incidents; (e) once approved, remediate such Security Breach in accordance with such approved plan (provided, however, such plan is to remediate future Security Breaches, and Quantemplate shall take any and all actions necessary to mitigate and stop any ongoing Security Breach without the requirement to obtain Customer's prior written consent); (f) conduct a forensic investigation to determine what systems, data and information have been affected by such Security Breach and provide all of the results and related reporting to Customer for its review; and (g) cooperate with Customer and, at Customer's request, any law enforcement or regulatory officials, credit reporting companies, and credit card associations investigating such Security Breach. Quantemplate's reports to Customer must detail the specific account(s) and system(s) used as part of the Security Breach, any Malware involved, any known exploitation of vulnerable or misconfigured systems that allowed the Security Breach to occur, and any pertinent logs (including timestamps) relevant to all Malware installations or executions and all exfiltration of the Customer Data. If Quantemplate does not provide to Customer the results and related reporting associated with its forensic investigation or Customer determines that such information is not sufficient, then Quantemplate shall allow Customer and its designees to conduct a forensic investigation of the Security Breach. Quantemplate shall use commercially reasonable efforts to preserve all evidence relating to the Security Breach until Customer and its designees have completed such forensic investigation or confirmed to Quantemplate that it waives its right to conduct such an investigation. Quantemplate shall create and maintain forensic copies of all such evidence and supporting documentation reasonably necessary for the investigation and prosecution of claims relating to such Security Breach.
        2. Quantemplate will be responsible for the costs and expenses associated with the performance of its obligations in Clause 1.4(b)(i) above and Quantemplate shall reimburse Customer for all Notification Related Costs incurred by the Customer and its Affiliates arising out of or in connection with any such Security Breach (subject to the limitations of liability in Section 8 of the Agreement).
        3. The content of any public filings, communications, notices, press releases or reports related to any Security Breach that mentions Customer or any of its Affiliates must be approved by Customer prior to any publication or communication thereof.
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