Products & Solutions > Data Protect > Terms & Conditions APPLICATION OF TERMS and CONDITIONS This Agreement (“Agreement”) is made between DFIN and the Customer whose details are stated above and the terms and conditions stated in this Agreement shall only be those set out below and all terms and conditions offered by the Customer are hereby excluded from the Agreement. The Agreement shall comprise of these terms and conditions, the Proposal(s) and any Documents of DFIN referred to in these terms and conditions and in a Proposal itself. This Agreement shall become binding upon the Customer when the Customer signs this Agreement and/or a Proposal, whether manually or by any digital signing platform, or otherwise provides their acceptance of them in some other way or means. Each Proposal shall describe the actual Software, Version, Support, and/or Services being provided by DFIN and once signed and/or accepted by DFIN, following the Customer agreeing to that Proposal, shall be a binding agreement upon the Customer to receive the Software, Version, Support and Services, as described in that Proposal subject to these terms and conditions. A Proposal shall be accepted by DFIN on the earlier of DFIN: (i) expressly giving notice of acceptance by its signature to it, or otherwise advising the Customer it is expressly accepted; and/or (ii) taking steps to start fulfilling the Proposal in whole or in part. In the event of any inconsistency between these terms and conditions and anything appearing on the face of the Proposal, the Proposal shall prevail over these terms and conditions. Each Proposal shall represent a separate contract. These terms and conditions shall continue to apply for all Proposals made under these terms and conditions and each Proposal shall have the minimum duration of 12 months (or such other period stated in that Proposal), such minimum period commencing as from the delivery of the Software, or the start of the Services provided under that Proposal (whichever occurs first) or from such other period if stated in that Proposal. After the foregoing minimum duration, the applicable Proposal shall remain in full force and effect for further renewal periods of one year, unless one party gives to the other 90 days prior notice to terminate that Proposal with effect from the expiry of the end of the minimum period or renewal period (as applicable). None of the foregoing prevents any or all Proposals being terminated under Clause 6 or pursuant to Clause 7.3 of these terms and conditions. If the Customer terminates a Proposal for a breach by DFIN under Clause 6, then unless that breach applies to all Proposals under these terms and conditions, only that Proposal may be terminated by the Customer. DFIN’S OBLIGATIONS DFIN shall provide the Software, Support and any Services upon the terms and conditions of this Agreement which shall apply for each Proposal. DFIN shall also: perform the Services and Support to the Customer as a competent and professional provider of technology services in accordance with the Documentation; use reasonable endeavours to provide the Support to the standards set out in the Documentation but the Customer and DFIN both acknowledge that any time for delivery shall be an estimate only and time shall not be of the essence under this Agreement; in its provision of the Software, Services and Support, provide them in accordance with the legal and regulatory obligations applicable to DFIN PROVIDED THAT the Customer expressly acknowledges that in its use of the Software, Support and the Services it shall satisfy itself as to the suitability of the Software, Support and Services complying with the Customer’s own legal and regulatory obligations and the Customer alone shall remain responsible for such compliance and the suitability of the Software, Support and Services meeting the needs of the Customer; In consideration of the Customer paying all of the Charges under a Proposal, DFIN hereby grants pursuant to that Proposal a licence to use the Software on such licence terms as are described in Clause 3 below; not introduce any malicious or detrimental hidden files, any virus, malware, worms, timeouts, timebombs, backdoors or disabling devices or any other malicious computer program, any hardware-limiting, software-limiting or services-limiting function not part of standard configuration (including any key, node lock or other similar functions) provided that the Customer understands that (i) DFIN in its standard function has disabling tools for the use of the Software where the licence expires or payment is not made and (ii) DFIN have no control over the environment and hosted platform as from which the Software is deployed. CUSTOMER SOFTWARE LICENCE AND OBLIGATIONS DFIN (or its licensors) are the owners of the Software, and the Customer shall not remove, alter, deface or hide any proprietary rights and legends associated with the Software from DFIN or its licensors. Subject to payment of the applicable licence fee Charges and any Charges for Support (all as set out in the Proposal) and subject to the terms of this Agreement, DFIN hereby grants to the Customer a personal, non-exclusive, non-transferable, non-sublicensable limited licence for the term of the applicable Proposal, to use the Software Version and the applicable Documentation relating to the use of the Software in the Territory and for such number of instances of the Software as set out in the Proposal and for the period specified therein. The use of the Software shall only be for the internal business of the Customer who is stated in the Proposal and the Customer shall not use it to offer any bureau or other shared service including to any third party. The Customer may not use the Software on more than one live server unless otherwise stated in the Proposal or otherwise agreed in writing with DFIN and shall advise DFIN promptly upon request of the location(s) of the Software for such purposes. If the location of the live server environment is changed at any time, the Customer must notify DFIN in writing and in advance. Delivery of the Software shall be, at the option of DFIN, either by a physical delivery instance of software or through a download from DFIN’s website or other platform or medium from time to time. Any right to use the Software shall end automatically if any Support is ceased to the Customer or the Agreement or the Proposal to which such Software use relates, is terminated, suspended or expires for any reason. Customer shall be liable for any breach of the licence granted hereby by any of Customer’s personnel, agents, contractors, consultants, directors or any other person to access or use the Software on the Customer’s behalf (“Personnel”) and the Customer will be liable in respect of all liabilities, losses, claims, damages, reasonable costs and expenses incurred or suffered by DFIN as a result of any breach by the Customer and/or its Personnel of the licence granted by DFIN hereunder. The Customer shall follow all instructions given by DFIN from time to time with regard to the use of the Software. Customer shall permit DFIN at all reasonable times, to verify that the use of the Software is within the terms of this licence grant and the Customer shall promptly provide all reasonable assistance and produce all reasonable evidence as requested by DFIN to assist in that audit. Except as expressly authorised herein, the Customer shall not cause or permit any use or disclosure of any Software performance benchmark results or other tests carried out on the Software to any third party without DFIN's express prior written consent on a case-by-case basis. The Customer will not use the Software in violation or contravention of any applicable law or regulation. The Customer shall be entitled to make such copies of the Software in machine readable form as are reasonable for back-up purposes or disaster recovery purposes only but only if stated as permissible in the Proposal and then only for those number of copies stated as permitted. Subject to the provisions of this Clause 3, the Customer may not copy the Software. Under no circumstances shall the Customer use, modify, amend, alter or transfer the Software or any copy, adaptation, transcription or merged portion thereof and the Customer may not reverse engineer, decompile or disassemble the Software. The Customer shall be solely responsible for assessing whether the Software and any Services are suitable for the Customer’s needs. The Customer hereby acknowledges that DFIN is not responsible for the availability of any telecommunications services or lines which it does not provide to the Customer to facilitate the ability of the Customer to download any of the Software or access any of the Support. The Customer further acknowledges that DFIN shall have no liability for the compatibility of the Software with any Third-Party Application. Support shall only be provided by DFIN to the latest Version of the Software released by DFIN from time to time and the Customer shall ensure that it downloads and/or installs any update to the Software promptly when requested to do so by DFIN and that any failure to do so may cause a breach of applicable law or regulation or adversely affect the ability of DFIN to provide any of the Support for which DFIN shall not then be liable to the Customer. To the extent of any error or fault in the Software, the Customer shall report that to DFIN promptly and it shall be handled by DFIN in accordance with the provisions of the Support applicable to the Software as described in the Proposal. Any Customer data provided by the Customer for use with the Software shall remain the responsibility of the Customer to maintain and to ensure that it has taken sufficient back-up copies thereof. To the extent that any Customer data is compromised, corrupted or otherwise lost due to the provision of Third-Party Applications along with the Software, DFIN shall have no liability or responsibility as a consequence thereof. CUSTOMER SOFTWARE LICENCE AND OBLIGATIONS In consideration of the provision of the licence for the Software, the Support and the Services, the Customer shall pay the Charges all as set out in the applicable Proposal and such Charges may be increased by DFIN effective on the anniversary of each year following the first 12 months of the first Proposal (but applicable thereafter for all subsequent Proposal(s) under this Agreement) by an amount not to exceed 5% of Fees in the prior 12 month period. The Customer shall pay all invoices for the licence for the Software, the Support and the Services in full without offset, withhold or deduction. Some of those charges shall be stated as payable in advance for the licence for the Software and/or the Support and/or the Services and some in arrears all as shown in the Proposal. All Charges are due and payable by the Customer to DFIN within 30 days of the date of invoice unless otherwise stated in a Proposal. The Charges are stated net of Value Added Tax (or other sales tax or impost, duty or tariff) which if lawfully due, shall be charged in addition at the applicable rate ruling on the date of DFIN’s invoice to Customer. In the event that any licence for Software, Services or Support are not paid for by the due date, in addition to any other rights that DFIN has, it shall have the right to suspend without notice all licence rights to the Software, provision of the Support and the Services under all Proposal(s) with the Customer. No dispute on an invoice can be raised (and for such purposes the Customer waives any right to raise one) 90 days following the date of the applicable invoice. Customer shall pay all reasonable expenses incurred by DFIN related to the collection of late payments, including reasonable attorneys’ fees. DFIN may at any time alter or suspend credit or change any credit terms provided to Customer hereunder when, in its sole discretion, the financial condition of Customer so warrants. CANCELLATION, SERVICES and WARRANTIES Once a Proposal has been accepted by DFIN or otherwise DFIN has commenced any work on that Proposal, it cannot be cancelled by the Customer (other than pursuant to Clause 6.1) and the licence for the Software, the Support and the Services shall be paid for in full for the minimum term of the Proposal or (pursuant to Clause 6.1 if terminated by the Customer thereunder) up to the date of termination. In the provision of the Services DFIN shall provide them to a professional and workmanlike manner as would be expected from a competent provider of technical services. The Customer acknowledges that in the provision of the Services, DFIN shall be reliant on the Customer providing reasonable access to the Customer and any Customer materials in order to enable DFIN to fulfil any Services obligations of DFIN. Time shall not be of the essence in the provision of any Services. Each of DFIN and the Customer warrants that they have the authority to enter into this Agreement and the matters contemplated by it. The Customer warrants that it shall (and it shall cause its Personnel to do so similarly) comply with the licence restrictions and obligations set out at Clause 3. DFIN warrants that the Software shall comply with the description of it as contained in the Documentation and to the extent that DFIN releases a new version of the Software, it shall still contain the key material features and function of the previous Software but otherwise DFIN gives no warranty as to the fitness for purpose or merchantable quality of the Software which is provided “as is”. No warranty is given that the Software shall be error free or free of any bugs. DFIN shall provide a 30-day warranty period from the date of each Proposal for the Customer to validate that the Software works according to the description of the Software in the Documentation. TERMINATION Either party may terminate the Proposal and the Agreement relating to that Proposal or in the event that the Customer fails to pay DFIN even on one Proposal, DFIN has the right to terminate all Proposal(s) and all the Agreements for all Proposals or in the event that a party is in breach of the terms of all Proposals, immediately on written notice to the other if the other party: commits a material breach of its obligations hereunder and, if the failure is remediable, fails to remedy it within 14 days of a notice requiring it to do so: and becomes insolvent or bankrupt, or has a receiver, administrative receiver or administrator appointed in respect of the whole or any part of its undertaking or assets, or passes a resolution for its liquidation or winding up (other than for the purposes of a bona fide solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, or if the other party enters into any voluntary arrangement with is creditors or becomes subject to an administration order, or if any comparable event occurs in any jurisdiction. To the extent that the Customer has committed to a minimum term in an Proposal (or otherwise in these terms and conditions for each Proposal) and thereby a minimum spending commitment with DFIN, to the extent that the Customer (other than pursuant to Clause 6.1) wishes to terminate any Proposal or all Proposals, then DFIN shall only consent to that early termination upon the payment by the Customer of the remainder of any of that minimum spend commitment outstanding (and/or on the basis that no refund is given for already paid Charges) as at the date of that earlier termination. Upon the expiry or termination of this Agreement or any Proposal which grants any Software licence, that Software licence shall automatically end, and the Customer shall promptly return the Software to DFIN and shall within 7 days of being requested to do by DFIN, certify that no copies of the Software have been retained. All obligations and liabilities at Clauses, 6.2, 6.3, 6.4, 7, 8, 9, 10 and 11 shall survive the termination or expiry of the Agreement will remain in full force and effect after termination. LIABILITY and INDEMNITY Neither party shall limit or exclude its liability for death or personal injury, fraud or any other liability which it would be unlawful to exclude or limit. Subject to the foregoing the total liability that each party shall have to the other under a Proposal for all claims in each consecutive 12-month period commencing from the date of that Proposal shall not exceed the Charges paid or payable under the Proposal in that same consecutive 12-month period. None of Clause 7.1 shall limit the liability of the Customer to pay the Charges nor limit the liability of the Customer for any breach of Clause 3. Subject to the foregoing, neither party shall be liable to the other whether in contract, tort or otherwise (including negligence) for any indirect or consequential loss or damage whatsoever or howsoever arising including any loss of revenues, business, contracts or anticipated savings (being savings that a party anticipated making by entering into this Agreement). Subject to Clause 7.2, in the event that a third-party claims that the Software or the Services provided by DFIN infringes the intellectual property rights of that third party, DFIN shall indemnify the Customer for and to the extent only, of all of those third-party claims (and for such purposes Clause 7.1 shall not limit that liability). Customer shall, at its sole cost and expense, release, defend, indemnify and hold harmless DFIN, its Affiliates, directors, officers, agents, employees, and shareholders from and against all claims, demands, disputes, complaints, causes of action, suits, losses and damages (including attorneys’ fees) of any kind to the extent they in any way relate to or arise, in whole or in part, due to any claim that any document, image, file, data, media, or other content placed into DFIN’s Software or otherwise use of the Services infringes the intellectual property, or other proprietary rights of any third party. Each Party’s indemnification obligations set forth in Section 7 are subject to the indemnitee: (a) promptly notifying the indemnifying party of any such action or claim (except that the failure to so notify shall not limit the indemnifying party’s obligations hereunder except to the extent that such failure prejudices the indemnifying party); (b) granting the indemnifying party authority to defend or settle such claim or action; and (c) providing the indemnifying party all assistance reasonably necessary, at the indemnifying party’s expense, to defend or settle such action or claim; provided however, that no settlement may be entered into by the indemnifying party on behalf of the indemnified party without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned, or delayed), unless such settlement contains an unconditional release of the indemnified party’s liability. Infringement. If a claim subject to Section 7 is made or threatened, or DFIN reasonably believes that Customer’s use of any Services is likely to be subject to such a claim, DFIN may, at its option and sole expense: (a) secure for the Customer Indemnitees the rights necessary to continue to use the affected item; (b) modify the affected item so that it is not subject to such claim without substantially diminishing or impairing the Services’ functionality; or (c) replace the affected item with a functionally equivalent non-infringing item of substantially similar functionality. If none of the foregoing alternatives are, in DFIN’s sole discretion, reasonably available, DFIN may immediately terminate the Agreement in whole or with respect to the affected Services or SOW and, in such event, DFIN shall provide a refund to Customer of any Fees and other amounts prepaid by Customer hereunder for use of the terminated Services. INTELLECTUAL PROPERTY RIGHTS AND STATISTICS DFIN warrants that all Intellectual Property Rights in the Software and the Support and the Services are owned and/or licensed to DFIN and that as at the date hereof there are no third-party claims against DFIN claiming that third party owns such Intellectual Property Rights. The Customer acknowledges that any development or enhancement of the Software, the Support and the Services shall remain vested in DFIN including any materials created by DFIN from the foregoing. None of the foregoing shall cause any materials or data provided by the Customer to DFIN which does not comprise of any of DFIN’s Intellectual Property Rights, being assigned to DFIN although to the extent that DFIN requires those Customer Intellectual Property Rights in order to provide the Software, the Support or the Services, the Customer hereby grants DFIN a licence to use the same for the duration of the Agreement. 8.2. For the avoidance of any doubt, DFIN shall own the Intellectual Property Rights to any developments it makes to the Software learnt by DFIN from any use by the Customer of the Software including any performance data of the Software (where such performance data is anonymised as to the Customer and any Customer data). CONFIDENTIALITY The parties agree to treat confidential information of the other in strict confidence and other than allowing the recipient party’s directors, employees, contractors and professional advisors access to such confidential information, the recipient party shall not disclose it to any third party without the express prior written consent of the disclosing party. Confidential information shall not include any information which is in the public domain other than as a breach by the recipient party of its confidentiality obligations hereunder but (save as aforesaid) shall include all information relating to the business, affairs, strategies, Intellectual Property Rights and plans of the applicable party. In the event that the recipient party is ordered by a court of competent jurisdiction to disclose any confidential information of the disclosing party, it shall to the extent legally permissible, notify the disclosing party of that fact and thereby allow the disclosing party to seek such protective measures as it can in order to limit the extent of any such disclosure. The foregoing confidentiality obligations shall survive the termination or expiry of all the Proposals under the Agreement for a period of three years. DATA PROTECTION and SECURITY DFIN may collect and keep personal data concerning the Customer’s employees, suppliers and workers and in doing so pursuant to the licensing of the Software and the provision of the Services is a data controller of that personal data (“DFIN Personal Data”) during the course of the Agreement. In respect of the DFIN Personal Data, DFIN shall comply with its obligations under applicable data protection laws. Where in the provision of the licence for the Software and the provision of the Services, the Customer sends Customer personal data of its own customers or other persons to DFIN, DFIN will be acting as a data processor for the Customer by processing personal data of the Customer’s own customers or other persons (“Customer Personal Data”). DFIN shall only process that Customer Personal Data (a) in compliance with applicable data protection laws having regard to the start of art; (b) only in accordance with the instructions of the Customer; (c) it shall advise the Customer of any data breach within 48 hours of DFIN becoming aware of that data breach and reasonably cooperate with the Customer in that regard; (d) provide such information to the Customer to allow the Customer to comply with its legal obligations under applicable data protection laws; (e) undertake any impact assessments that the Customer requires for the security of any Customer Personal Data, the extent of the scope (including costs) being first agreed between the parties; (f) the Customer hereby acknowledges that in the provision of the Support and the Services, DFIN shall be authorised to process Customer Personal Data outside of the UK and EU and shall advise the Customer from time to time of where such personal data is being processed. DFIN may use sub-processors in the processing of Customer Personal Data and to the extent that it requires the Customer’s permission to the use of any sub-processors the Customer shall not unreasonably refuse and should it refuse, the parties shall work together in good faith to resolve the matter. In addition to the foregoing, DFIN shall be allowed to keep the Customer and its directors, employees, workers and contractors up to date with new products, services and developments within DFIN and invite them to any workshops, seminars, user groups or other events as applicable and refer to Customer as a customer of DFIN. For the purposes of the UK and EU, the applicable data protection laws are the UK Data Protection Act 2018 and (as applicable) the general data protection regulations as promulgated from the European Union all as may be amended and updated from time to time (or any equivalent thereof in the Territory). DFIN shall maintain the security of its Platform to the standards published by it in the Documentation from time to time on its website but in doing so, in accordance with all applicable law. GENERAL The Agreement constitutes the entire agreement between the parties and cancels and supersedes any and all previous agreements (whether oral or written, express or implied) between the parties relating to the subject matter of the Agreement. Except for the express written terms of the Agreement, the parties acknowledge and agree that in entering into the Agreement they have not relied on or been induced by any warranty, statement or representation of the other or any other person relating to the Agreement. Nothing in the Agreement shall affect any liability of a party for fraud or fraudulent misrepresentation. None of the Agreement is intended for the benefit of any third party (except DFIN’s Affiliates) and none of these terms and conditions shall be enforceable by a third party (except DFIN’s Affiliates). No failure or delay by a party in exercising or enforcing any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of such right, power or privilege. The Agreement shall be governed by and construed in accordance with the laws of the Governing Jurisdiction. The Parties submit to the exclusive jurisdiction of the Governing Jurisdiction over any claim or matter arising under or in connection with this Agreement. DFIN shall not be responsible for any event outside of its direct control including any act of god, strike, lock-out, interruption to supplies, terrorism, failure of telecommunications services or facilities, weather, flood, disease, pandemic, epidemic, endemic or other natural disaster. Any notice to be sent by one party to the other shall be sent to their last known address and shall be deemed delivered within 3 days of posting if sent by first class post, or if sent by email, the day following the email being sent if the email is not returned stated as undelivered. DFIN may assign this Agreement and any and all Proposals to a third party (including to a DFIN Affiliate) upon written notice to the Customer. The Customer shall not delegate or assign any of its rights or obligations under this Agreement (including a Proposal) without the express prior written consent of DFIN, in its absolute and sole discretion. DEFINITIONS AND INTERPRETATION In the Agreement, unless the context otherwise requires: “Affiliate” means a party under the control of, subsidiary to, or under the common control of another company in the same group of companies as provided for under the (UK) Companies Act 2006 or any equivalent thereof in the Territory. “Charges” means such charges as are payable by Customer to DFIN in respect of the provision of the licencing of the Software and the provisions of the Services and Support, all as set out in the Proposal. If no price is set out in the Proposal, the price is as previously paid by Customer for equivalent supplies. “Agreement” means the Proposal and these Terms and Conditions between the Customer and DFIN. “Customer” means the customer named in the Proposal. “Documentation” means DFIN’s Software and Services descriptions, Standard Support and Premium Support documents and any user guide as the same may be amended from time to time by DFIN and as may be supplied to the Customer or as is available on DFIN’s website at www.dfinsolutions.com. “Governing Jurisdiction” means English Law and the courts in England, unless otherwise stated in a Proposal. “DFIN” means Donnelley Financial Solutions UK Limited, private limited company with registered number 02669185 and whose registered office address is at Third Floor, 138 Cheapside, London, EC2V 6BJ, England or the DFIN Affiliate stated in a Proposal(s) if that DFIN Affiliate is stated as a provider of the Software, Support or the Services in a Proposal. “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, 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, source code, 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. “Proposal” means the written order placed with DFIN by the Customer for the supply of Software, Support or the Services. “Premium Support” means the premium support provided by DFIN as the same is defined by DFIN from time to time and the latest version of which is available on the DFIN website at www.dfinsolutions.com. “Services” means DFIN’s Data Protect Solutions including consulting, professional services or other services ancillary to the Software supplied to the Customer under and as described in a Proposal of which further details are published from time to time on the DFIN website at www.dfinsolutions.com. “Standard Support” means the standard support provided by DFIN as the same is defined by DFIN from time to time and the latest version of which is available on the DFIN website at www.dfinsolutions.com. “Software” means the DFIN’s software and any other computer programs, applications and/or scripts and data created by DFIN and/or otherwise supplied by DFIN, as the same is described in the Documentation. “Support” means either Premium Support or Standard Support, as is described in the Proposal. “Territory” means the country, area or region stated in the Proposal for the use of the Software and receipt of the Support and Services. “Third Party Application” means any third-party equipment, software, environment, service or platform which is not supplied by or made available by, DFIN. “Version” means the version, edition or package of the Software including its features and functionality. In these terms and conditions, references to: the “parties” or “party” are references to DFIN and the Customer or one of them as applicable; a third party are references to a person who is not a party to the Agreement; the singular shall include the plural and vice versa; a statute, statutory instrument, regulation, order or licence are references to that statute, statutory instrument, regulation, order or licence as substituted, varied or re-enacted from time to time. The headings in these terms and conditions are for convenience only and shall not affect the construction of these terms and conditions. The words “include” and “including” shall be construed without limitation. A reference to writing or written includes fax and email.