Terms & Conditions

Last Modified: 28th February 2023.

  1. Introduction
    1. These Terms and Conditions together with the Order Form (collectively referred to as the "Agreement") govern your access to and use of the subscription service known as "11:FS Pulse" (the “Service”), and the relationship between 11:FS GROUP LIMITED Limited (also referred to as "we", "us" and "our") and you ("you" or "your") (each a "Party" and together the "Parties").
    2. You represent to us that you are lawfully able to enter into this Agreement. If you are entering into this Agreement for an entity, such as the company you work for, you represent that you have legal authority to bind that entity.
    3. If there is any conflict between these Terms and Conditions and the Order Form, unless the Order Form expressly states otherwise, these Terms and Conditions will take priority.
  2. The service
    1. The Service consists of a research portal showing a selection of digital banking experiences from around the world.
    2. Except as otherwise expressly provided for in this Agreement, we make the Service available on an as-is basis (without any warranty or representation as to its operation or fitness for purpose).
    3. We reserve the right to change (at our sole discretion) the content or delivery of the Services by giving you notice at any time.
  3. Term
    1. Subject to clause 11, your access to the Service is for the subscription period specified in the Order Form (the "Initial Subscription Period") as extended in accordance with Clause 3.2.
    2. At the end of the Initial Subscription Period, your access to the Services will renew and will continue on the same terms as set out in this Agreement for further fixed periods each equal to the term of the Initial Subscription Period (each a "Renewal Period"). You can notify us in writing not less than thirty (30) days prior to the expiry of the Subscription Period (defined below) that you do not wish to renew your subscription.
    3. The "Subscription Period" is the period commencing on the first day of the Initial Subscription Period and ending on:
      1. the expiry of the Initial Subscription Period or any Renewal Period (where applicable); or
      2. any earlier termination of this Agreement.
  4. User Access and Registration
    1. Each subscription permits access to the Service for an agreed number of user licences as set out in the Order Form (each a "Seat" or the "Seats").
    2. In order to access the Service a unique username and password ("Login Details") will be assigned to each Seat. Each Seat may access the Service on up to two (2) devices, but not simultaneously.
    3. If the number of users accessing the Service exceeds the number of Seats, or if a user accesses the Services on more than 2 devices, we may charge you for an additional Seat for each additional login/device used.
    4. Each Seat is specific to an individual user and you will procure that each user keeps the Login Details confidential and will not allow anyone else to access the Service through their Seat. You are responsible for all users' access to the Service.
    5. We allow up to 2 users to transfer their Seat to another individual during the Initial Subscription Period and then in each subsequent Renewal Period. Any further transfer of Seats is subject to our prior written approval.
    6. You must notify us promptly if you become aware of:
      1. a user disclosing their Login Details to another person (whether deliberately or not);
      2. any person obtaining unauthorised access to the Services;
      3. any changes to any information you have provided to us (including about any user).
  5. Fees
    1. The fees for the Service are specified in the Order Form and are calculated on a 'per Seat' basis.
    2. Unless otherwise specified in the Order Form, we will raise an invoice in advance of the commencement of the Initial Subscription Period and any Renewal Period and you will pay all fees specified in the invoice within thirty (30) calendar days of the date of the invoice.
    3. Unless otherwise indicated all fees exclude UK output value added tax (VAT) and any other applicable taxes chargeable on the supply of the Service.
    4. Interest shall accrue on a daily basis on overdue fees from the due date until the date of actual payment, before and after judgment, at a rate of 2 per cent per annum above the base rate from time to time of Santander UK plc.
    5. If you don’t pay an invoice within ten (10) calendar days of receipt of a notice from us confirming non-payment, we may suspend your access to all or any part of the Service. We won’t suspend the Service if you are disputing the applicable charges reasonably and in good faith provided that you are cooperating diligently to resolve the dispute.
    6. Suspension of the Service under Clause 5.5 will not release you from any payment obligations under this Agreement.
  6. Intellectual Property Rights & Ownership
    1. In this Agreement:

      "IP" means any patents, trademarks, designs, utility models, copyright, database rights, design rights, topography rights, patents, service marks, discoveries, creations, inventions or improvements upon or additions to an invention, confidential information, and any research effort relating to any of the foregoing business names whether registrable or not, and any other intellectual property rights of any nature whatsoever in any part of the world (whether registered or unregistered and including all applications and rights to apply for the same in any part of the world); and

      "Content" means all the material, text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on and forms part of our website and/or portal.
    2. You agree and acknowledge that the Content and IP made available to or used by you via the Services belongs exclusively to us and our third party licensors.
    3. Nothing in this Agreement shall be construed as granting you any licence or right of use (except as explicitly granted in this Agreement) or ownership whatsoever of any IP or Content.
    4. You acknowledge that damages alone would not constitute an adequate remedy for any breach of this Clause 6 and without prejudice to any and all other rights and remedies which may be available, we are entitled to the remedies of injunctive relief and/or any other equitable remedy for any actual or threatened breach of this Clause 6 by you.
    5. Subject to your compliance with Clause 6.6 and Clause 7, we agree to indemnify you at all times during the Subscription Period and keep you indemnified against all losses incurred by you arising from any claim that your use of the Services in accordance with this Agreement infringes the intellectual property rights of a third party (an "IPR Claim").
    6. You will:
      1. notify us in writing of any IPR Claim of which you are aware;
      2. allow us to conduct all negotiations and proceedings and provide us with such reasonable assistance required by us, at our cost, regarding the relevant IPR claim; and
      3. not, without first consulting with us, make an admission relating to the relevant IPR Claim.
  7. Fair Use
    1. You may not use the Service:
      1. in any way which causes or may cause damage to the portal and/or website or interferes or may interfere with other subscribers’ use of the Service; or
      2. in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise in breach of any applicable laws, regulations or statutory provision.
    2. You may only download Content using the Pulse download function.
    3. You may only use downloaded Content for legitimate internal business purposes and such Content cannot be shared with any third parties.
  8. Confidentiality
    1. Each Party undertakes to the other that (in the absence of the prior written consent of the other party) it shall, and shall procure that its officers, employees, advisers and agents shall keep confidential and not disclose to any person whatever, or use or exploit commercially for its or their own purposes, any of the confidential information of the other party. For the purposes of this Clause 8, "confidential information" shall include:
      1. the existence and contents of this Agreement and any other agreement or arrangement contemplated by this Agreement;
      2. information of whatever nature concerning the business, systems, finances, assets, liabilities, dealings, transactions, know-how, customers, suppliers, processes or affairs of the other Party;
      3. any information which is expressly indicated to be confidential or is imparted by one Party to the other in circumstances importing an obligation of confidence, which any Party may from time to time receive or obtain (orally or in writing or in disk or electronic form) as a result of entering into, or performing its obligations pursuant to, this Agreement or otherwise.
    2. The consent referred to in Clause 8.1 shall not be required for disclosure by a Party of any confidential information:
      1. to its officers, employees and agents, in each case to the extent required to enable such party to carry out its obligations under this Agreement and who shall in each case be made aware by such Party of its obligations under this clause and shall be required by such party to observe the same restrictions on the use of the relevant information as are contained in this Clause 8;
      2. to its professional advisers who are bound to such Party by a duty of confidence which applies to any information disclosed;
      3. to the extent required by applicable law or by the regulations of any stock exchange or regulatory or supervisory authority to which such Party is subject or pursuant to any order of court or other competent authority or tribunal;
      4. to the extent that the relevant confidential information is in the public domain otherwise than by breach of this Agreement by such Party;
      5. which is disclosed to such Party by a third party who is not in breach of any undertaking or duty as to confidentiality whether express or implied; or
      6. which that Party lawfully possessed prior to obtaining it from the other.
    3. If a Party becomes required, in circumstances contemplated by Clause 8.2.3 to disclose any information such Party shall, to the extent permitted, give to the other Party such notice as is practical in the circumstances of such disclosure and shall cooperate with the other Party and take such steps as the other Party may reasonably require in order to enable it to mitigate the effects of, or avoid the requirements for, any such disclosure.
  9. Data Protection
    1. For the purposes of this Clause 9 "Data Protection Laws" shall mean:
      1. Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the "General Data Protection Regulation" or "GDPR");
      2. the Data Protection Act 2018;
      3. The Privacy and Electronic Communications (EC Directive) Regulations 2003;
      4. any other legislation in force from time to time in the United Kingdom relating to privacy and/or the processing of Personal Data; and
      5. any guidance or statutory codes of practice issued by the Information Commissioner or the European Data Protection Board set up under the General Data Protection Regulation in relation to such legislation.
    2. All capitalised terms not defined in this Clause 9 shall have the meanings given to them in the GDPR.
    3. Each Party warrants and undertake that, in relation to Personal Data to be processed in connection with the provision of the Services or its performance under this Agreement (the "Relevant Personal Data"):
      1. it shall only use the Relevant Personal Data for the purpose of providing or receiving the Services (as applicable) and not for any other purpose;
      2. it has at all times complied, and will continue to comply at all times, with its obligations under applicable Data Protection Laws; and
      3. It will not, by any act or omission undertaken in connection with this Agreement, cause the other Party to be in breach of Data Protection Laws in respect of the Relevant Personal Data.
    4. The Parties acknowledge that each Party will act as an independent Controller and not a Processor when processing the Relevant Personal Data in connection with this Agreement, and independently of the other Party, will determine the purposes for which and manner in which processing of the Relevant Personal Data is carried out, and that the Parties will not constitute joint Controllers in respect of the Relevant Personal Data.
    5. Each Party shall, to the extent permissible under applicable law, if it:
      1. receives any communication from a regulator, Data Subject or third party which relates to either party's processing of the Relevant Personal Data under this Agreement or a potential failure to comply with Data Protection Laws; or
      2. becomes aware of a Personal Data Breach affecting such Relevant Personal Data, (Data Breach) without undue delay forward a copy of such communication, or give notice (with reasonable details) of it to the other Party.
    6. You will not release or publish any communication concerning a Data Breach without consulting with us with regards to the content of that communication, provided that you may disclose a Personal Data Breach to the extent required by the Data Protection Laws.
  10. Limit of Liability and Indemnity
    1. Subject to Clause 10.2 the total amount of our liability to you under this Agreement or in breach of statutory duties, is limited to the fees paid and payable by you under this Agreement.
    2. Neither Party will be liable to the other Party or to any third party, whether in contract (including under any warranty), in tort (including negligence), under warranty, under statute or otherwise for or in respect of any:
      1. indirect, special or consequential loss or damage;
      2. loss of profits;
      3. loss of turnover;
      4. loss of business opportunities; or
      5. damage to goodwill.
    3. Other than in respect of our liabilities under Clause 6.5, we are not liable to you in respect of any third party claim arising in relation to your use of the Services in your business.
    4. Nothing in this Agreement shall limit or exclude our liability for any fraud or fraudulent misrepresentation or for any other matters for which it would be unlawful to exclude or limit liability.
  11. Termination
    1. This Agreement shall remain in force from the date of signature below until the end of the Subscription Period.
    2. You may terminate this Agreement at any time during the Subscription Period by giving us thirty (30) days prior written notice. You will not be entitled to any pro-rata refund unless otherwise agreed.
    3. We reserve the right to suspend our Service or your subscription or terminate this Agreement immediately if:
      1. you commit a material breach of your obligations under these Terms and Conditions, including (without limitation) any breach of Clauses 4, 5, 6, or 7) and such breach is not remedied within 10 Business Days of us notifying you of such breach;
      2. we, acting reasonably, believe that you are not using Pulse for legitimate business purposes;
      3. it becomes illegal for us to provide the Service;
      4. you become (or in our reasonable opinion are about to become) the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor;
      5. you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986 or any other scheme or arrangement is made with your creditors, or convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver or administrator (or equivalent) appointed in respect of your assets and/or undertakings or any part of them;
      6. if any documents are filed with the court for the appointment of an administrator in respect of you, or notice of intention to appoint an administrator is given by your or any of your directors or by a qualifying creditor; or
      7. if a resolution is passed or petition presented to any court for your winding up or for granting an administration order in respect of you or if any proceedings are commenced relating to your insolvency or possible insolvency.
    4. In the event that our Service becomes unavailable for a continuous period of three (3) weeks or more, we shall either refund you on a pro-rata basis the fees for that period over which our service was inoperative, or, extend the Subscription Period on the same pro-rata basis free of charge.
  12. Consequences of Termination
    1. Termination or expiry of this Agreement shall not affect the accrued rights or liabilities of either Party which may have accrued or become due prior to the date of termination or expiry.
    2. The provisions of Clause 6 (Intellectual Property) and Clause 8 (Confidentiality) shall survive, together with any other provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after, the termination or expiry of this Agreement.
    3. On the final date of the Subscription Period, we shall cease to make the Services available to you and you shall cease using the Services.
    4. Within fourteen (14) calendar days following the date of termination or expiry of this Agreement, you will destroy any copies of Content held by you which have not been incorporated into internal documentation for legitimate business purposes and, if we ask you to, you will certify that you have done so.
    5. We don’t expect you to delete Content contained in electronically archived or backed up files, or historical internal documentation, which, for the avoidance of doubt, may be retained.
  13. General
    1. You agree and authorise us to identify you as a customer of Pulse on our website and to use your name, logo and/or trademark in connection with this during and after the Subscription Period.
    2. You may not transfer any of your rights under this Agreement to any other company or organisation. We may transfer our rights under this Agreement where we reasonably believe that such transfer will not have a material adverse impact on your rights under this Agreement.
    3. This Agreement may be varied by us from time to time. Such revised terms will apply from the date of publication and shall be communicated to you in writing (email notice being sufficient).
    4. This Agreement (including the Order Form) contains the whole agreement between the Parties relating to its subject matter and (to the extent permissible by law) supersedes all prior representations or oral or written arrangements or agreements that might have taken place in relation to the terms and conditions contained herein.
    5. A person who is not a Party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract but this does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
    6. Any notice sent under this Agreement shall be in writing. Notices may be sent by post or by email. Correctly addressed notices sent by pre-paid first class post (or equivalent) shall be deemed to be received within two days of the date of posting. Correctly addressed emails shall be deemed to be received on despatch, as evidenced by hard copy print out. All notices must be addressed to the most recent address or email address as notified by the other Party.
    7. The failure of either Party at any time to enforce any of these terms shall not be a waiver of the terms or of the right subsequently to enforce such term.
    8. If any term is held to be invalid or unenforceable in whole or in part by any court of competent jurisdiction that term shall be deemed not to form part of this Agreement and the enforceability of the remainder of the terms of this Agreement shall not be affected and remain enforceable.
    9. No waiver or modification of this Agreement shall be valid unless it is made in writing and signed by the Parties.
    10. This Agreement may be executed in any number of counterparts, each of which is an original and which together have the same effect as if each party had signed the same document.
    11. This Agreement (including all non-contractual provisions) shall be governed by and construed in accordance with English law. The Courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement.

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