Last Modified: 25th September 2019.

  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” or "11:FS Pulse") as further described in Clause 2 below, and the relationship between Eleven FS Group Limited (also referred to as "11:FS", "we", "us" and "our") and you or the entity you represent ("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. The Order Form sets out the specific details of your subscription, including the Subscription Period (defined below), number of users and fees payable.
    4. 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 shall prevail.
  2. The Service
    1. The Service consists of a research portal containing proprietary and licensed third party data and resources that show a selection of digital banking experiences from around the world, where you are able to search by specific global brands, key user journeys and access expert curated content. The Service will provide you with the ability to search and filter a wide range of user journeys via tags and keywords (such filters may include country, brand, type of provider (traditional bank vs. challenger) and journey / function type), with the results viewable in video format across a range of devices.
    2. The Service is a subscription only service which is made available solely for use by you subject to your compliance with this Agreement.
    3. 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. Term
    1. Your access to the Service is limited for the term specified in the Order Form (the "Initial Subscription Period"), which will expire at the end of the Initial Subscription Period, unless this Agreement is:
      1. extended in accordance with Clause 3.2; or
      2. terminated at an earlier date in accordance with Clause 11.
    2. Unless otherwise stated in the Order Form, immediately following the Initial Subscription Period, this Agreement and your access to the Services shall continue for further fixed periods each equal to the term specified in the Order Form (each a "Renewal Period"), except where you 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 this Agreement. Unless otherwise agreed in writing by 11:FS, any such extensions shall continue on the same terms and conditions.
    3. In this Agreement the "Subscription Period" shall mean 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.
      3. paid for. You can re-activate your Pass on your account at a later point.
  4. User Access and Registration
    1. Each subscription permits access to the Service for an agreed number of user licences (each a "Seat" or the "Seats"), such number of users being specified in the Order Form. 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 no more than two (2) devices (such devices being any desktop computer, laptop computer, mobile telephone or tablet device), provided that the Seat must not access the Service using multiple devices simultaneously. If we notify you of a breach of this Clause 4.1, we reserve the right, after any subsequent breaches to charge you for the annual fees for an additional Seat for each unauthorised login.
    2. Each Seat is specific to an individual user to whom the Seat is assigned. Each user of a Seat shall keep the Login Details confidential and shall not allow anyone else to access 11:FS Pulse through their Seat. Sharing of Login Details is strictly prohibited and you shall be responsible for all users' access to the Service using the Seats assigned to you and for ensuring that users comply with the terms of this Agreement. You must ensure that the details provided by you on registration or at any time are correct and complete. You must inform us immediately and in writing of any changes to the information you provided us.
    3. Transfer of Seats from one individual to another shall be subject to our prior written approval (which shall include email approval) which we will not unreasonably withhold or delay.
    4. 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.
  5. Fees
    1. The fees for the Service are specified in the Order Form and shall are calculated on a 'per Seat' basis dependent upon the number of Seats under this Agreement.
    2. We shall raise an invoice in advance of the commencement of the Initial Subscription Period and any Renewal Period and you shall pay all fees specified in the invoice within thirty (30) days of the date of the invoice.
    3. We reserve the right to change (at our sole discretion):
      1. our fee structure upon sixty (60) days prior written notice to you (which for the purpose of this Agreement shall include email notice); and
      2. the content delivery or additional services by giving you notice at any time.
    4. If you receive notice in accordance with Clause 5.3.1, you may terminate this Agreement at no additional cost by giving us thirty (30) days prior written notice.
    5. Unless otherwise indicated all fees exclude UK output value added tax (VAT) and any similar EU (or non-EU) taxes chargeable on the supply of the Service.
    6. Interest shall accrue on a daily basis on overdue fees from the due date until the date of actual payment, after as well as before judgment, at a rate of 2 per cent per annum above the base rate from time to time of Santander UK plc.
  6. Intellectual Property Rights & Ownership
    1. In this Agreement:
      1. "Intellectual Property" or "IP" means any patents, registered or unregistered trademarks, registered or unregistered designs, utility models, copyright, database rights, design rights, topography rights, patents, service marks, applications for any of the foregoing and the right to apply for them in any part of the world, 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); and
      2. "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 11:FS and its third party licensors.
    3. Nothing in this Agreement shall be construed as granting you (explicitly or implicitly or by an estoppel or warranty) any licence or right of use (except as explicitly granted in this Agreement) or ownership whatsoever of any IP or Content.
    4. For the duration of any Subscription Period you may access the Service using the Seats provided from permitted devices, subject to the terms of this Agreement.
    5. You acknowledge that damages alone would not constitute an adequate remedy for any breach under this Clause 6.
    6. 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 breach of this Clause 6 by you whether the breach is actual or threatened.
    7. Obligations under this clause shall continue to apply after the termination of this Agreement. Each of the obligations in this clause is enforceable independently of the other clauses and its validity shall not be affected if any other clause or clauses are unenforceable to any extent.
    8. You must not download, copy or retain any permanent copies of the Content.
    9. Subject to your compliance with Clause 6.10, we agree to indemnify you at all times during the Initial Subscription Period and any Renewal Period and keep you indemnified against all losses incurred by, awarded against or agreed to be paid 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").
    10. 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. Prohibited Use
    1. You may not use 11:FS Pulse:
      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;
      2. in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise in breach of any applicable laws, regulations or statutory provision; or
      3. for making, transmitting or storing electronic copies of any content protected by copyright and/or our Intellectual Property.
    2. You may not download or store the Content in electronic format on a portable storage device or on any server or other storage device connected to a network. You may print copies and use screen captures of the Content for use within your organisation.
  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 by failure to exercise due care or otherwise by any act or omission 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, as may be contemplated by this Agreement or to the extent required to enable such party to carry out its obligations under this clause 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 (including the Panel on Takeovers and Mergers) 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 by law, regulation or a regulator, give to the other Party such notice as is practical in the circumstances of such disclosure and shall co-operate with the other Party, having due regard to the other Party's views, 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. any legislation in force from time to time in the United Kingdom which implements the European Community’s Directive 95/46/EC and Directive 2002/58/EC, including but not limited to the Privacy and Electronic Communications (EC Directive) Regulations 2003;
      2. 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");
      3. the Data Protection Act 2018;
      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 noted defined in this Clause 9 shall have the meanings given to them in the GDPR, including (without limitation) Controller, Data Subjects and Personal Data.
    3. You warrant and undertake that, in relation to Personal Data to be processed in connection with the provision of the Services or the performance of its other obligations or exercising any rights under this Agreement (the "Relevant Personal Data"):
      1. you shall only use the Relevant Personal Data for the purpose of receiving the Services and not for any other purpose;
      2. you have at all times complied, and will continue to comply at all times, with your obligations under applicable Data Protection Laws (including without limitation taking such steps to provide fair processing information to Data Subjects and implementing appropriate technical and organisational measures as necessary to ensure a level of security appropriate to the risk); and
      3. you will not, by any act or omission, cause 11:FS to be in breach of Data Protection Laws in respect of the Relevant Personal Data in relation to exercising any rights under this Agreement or the performance of obligations under this Agreement.
    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 receives any complaint, notice, request or 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 becomes aware of a Personal Data Breach affecting such Relevant Personal Data, without undue delay upon receipt of a complaint, notice, request, or other communication or upon becoming aware of a Personal Data Breach forward a copy of such complaint, notice, request or communication, or give notice (with reasonable details) of such complaint, notice, request, other communication or Personal Data Breach, to the other Party.
    6. You shall respond to any such complaint, notice, request, other communication or Personal Data Breach, whether received (or, in the case of a Personal Data Breach, whether it became aware of the Personal Data Breach) directly or indirectly from 11:FS, as required by applicable Data Protection Laws, in its own right and/or (as applicable) on behalf of 11:FS.
    7. You shall not release or publish any filing, communication, notice, press release or report concerning that complaint, notice, request, communication or personal data breach without first consulting 11:FS with regards to the content of that filing, communication, notice, press release or report and giving due regard to the other party's reasonable comments, save that it may disclose a Personal Data Breach to the extent required by the Data Protection Laws.
  10. Limit of Liability and Indemnity
    1. Our liability under this Agreement or in breach of statutory duties whether in tort, misrepresentation or otherwise shall be limited in accordance with this Clause 10.
    2. Subject to Clause 10.3 the total amount of our liability is limited to the fees paid and payable by you under this Agreement.
    3. 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.
    4. Subject to Clause 6.9, 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 and you agree to indemnify us in respect of any such claim.
    5. 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, including any extension to that period pursuant to Clause 3.2.
    2. You may terminate this Agreement at any time during the Subscription Period (including any extension to that period pursuant to Clause 3.2) by giving us thirty (30) days prior written notice. Subject to Clause 11.5, 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 if:
      1. you commit a material breach of your obligations under these Terms and Conditions, including (without limitation) any breach of Clauses 4, 6, or 7);
      2. you fail to pay any amount due under this Agreement on or before the due date;
      3. 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;
      4. 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;
      5. 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
      6. 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. We may terminate this Agreement for convenience by giving you fourteen (14) days prior written notice.
    5. If this Agreement is terminated pursuant to Clause 5.4 or Clause 11.4, we shall refund you the fees paid by you for the remainder of the Subscription Period on a pro-rata basis.
    6. In the event that our Service becomes unavailable for a continuous period of six (6) 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 (whether in whole or in part and howsoever arising) 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 8 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 fifteen (15) days following the date of termination or expiry of this Agreement for whatever reason, you shall destroy or return any additional copies of the Content held, possessed or controlled by you, and certify that it does not retain any Content.
  13. General
    1. We reserve the right to refer to the website, or portal and to our Service or any other services in promotional materials, advertisement campaigns, social media and other suitable and relevant media. We shall not make reference to you or the specific services used by you without your written consent.
    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. This Agreement constitutes the entire terms and conditions between the Parties. 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 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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