1. Important introduction to our user confidentiality agreement

This User Confidentiality Agreement explains how we, Agency Partner Services Ltd, and you the user, (the “Parties”), will each provide the other with certain information regarding its business when you use the Agency Partner Valuation and Diagnostic Tool (the “Tool”), resulting Valuation and Diagnostic Report (the “Report”) and our Growth Advisory Programme (the “Programme”) (if applicable) in order to enable the parties to evaluate the business.

When you use the Agency Partner Valuation and Diagnostic Tool, you are agreeing to our rules and policies, including the terms set out in this User Confidentiality Agreement and User Privacy Agreement, and you consent to the terms as described below. You must not access or use the Tool if you do not agree with our User Confidentiality Agreement. When you register to use this Tool, you tick a box to confirm that you’ve read and accept this policy.

This Website and our Tool is operated by Agency Partner Services Ltd, a company incorporated in Scotland having company number SC656173 and its registered office at Scott House, 10 South St Andrews Street, Edinburgh, EH2 2AZ.

You confirm you are over 18 years of age when using this Site and Tool and when submitting information about a company or business, you have the full authority to provide that company’s information to us. We do not knowingly collect (or knowingly allow any third party to collect) personal information from persons under the age of 18. If we become aware that personal information has been collected from a person under the age of 18, we will delete this information and terminate the person’s account as quickly as possible. If you believe that we may have personal information from or about a child under the age of 18, please contact us using the contact information below.

2. Terms of the agreement

  1. In consideration for the disclosure by each Party to the other of Confidential Information (as defined below) in connection with it and its business, each party undertakes to the other that it shall:
    1. treat the Confidential Information disclosed to it as being strictly private and confidential, and shall take all reasonable precautions so as to maintain its status as such;
    2. use and apply the Confidential Information solely for the purposes of creating and evaluating the Report, and if applicable, proceeding with the Programme;
    3. not use the Confidential Information disclosed to it to obtain a commercial advantage over the other party or the Client (if applicable);
    4. not directly or indirectly use or disclose any of the Confidential Information disclosed to it except in accordance with the terms of this agreement; and
    5. observe the obligations set out in the remainder of this agreement.
  2. As used in this agreement, the term “Confidential Information” shall mean:
    1. all confidential information in any form (whether written, oral, visual, electronic or otherwise and whether or not provided prior to the date of this agreement) relating to a party to this agreement or the Client (if applicable), and their respective businesses, affairs, customers, clients, suppliers, plans, intentions, products or services supplied by one party or its officers, employees or professional advisers to the other or its officers, employees or professional including:
      1. the fact that the parties are prepared to enter into discussions or negotiations in relation to the Project, the fact that such discussions or negotiations are taking place, the status of such discussions or negotiations and the terms, conditions or other facts relating to such discussions;
      2. any information supplied by one party or its officers, employees or professional advisers to the other party or its officers, employees and professional advisers that would be regarded as confidential by a reasonable business person.
  3. It is understood that the term “Confidential Information” does not include:
    1. information that is publicly known at the time of disclosure; or
    2. information which, after disclosure, has become publicly known, other than as a result of any breach of this agreement; or
    3. information, which the Receiving Party can show by documentary evidence produced to the Disclosing Party, was lawfully known to the Receiving Party prior to its disclosure and obtained by the Receiving Party on a non-confidential basis; or
    4. information, which the Receiving Party can show by documentary evidence produced to the Disclosing Party, was lawfully made available to the Receiving Party by a third party and supplied to the Receiving Party on a non-confidential basis.
  4. The parties each agree:
    1. to limit the disclosure of Confidential Information disclosed to it to such of its officers, employees and professional advisers to whom disclosure is strictly necessary for the purposes of evaluating the business;
    2. to ensure that such officers, employees and professional advisers are bound by obligations in respect of the Confidential Information equivalent to those set out in this agreement and to ensure that such officers, employees and professional advisers are aware of their obligations with regard to the Confidential Information and;
    3. to use reasonable endeavours to ensure that such officers, employees and professional advisers abide by such obligations.
  5. Upon written request by the Disclosing Party, the Receiving Party shall return the Confidential Information disclosed by the Disclosing Party to the Receiving Party and shall use reasonable endeavours to procure the return of, any and all materials which contain Confidential Information provided by the Disclosing Party including (but not limited to) all documents, plans, samples, drawings, specifications, notebooks, computer software and any other materials whatsoever, and all copies of the information, in whatever medium, and all reports or analyses of information based on or derived from it.
  6. The Parties each agree that they will not, without the prior written approval of the other party make, or permit anyone acting on its behalf to make, any public announcement or confirm any statements by third parties concerning the other party’s expression of interest in the Programme or any other matters in connection therewith, except as otherwise required by the law.
  7. A Party may disclose Confidential Information provided to it to the extent required by any applicable law or regulation or by order of a court of competent jurisdiction provided that:
    1. it notifies the other Party immediately of the existence, terms and circumstances surrounding such a requirement (to the extent that it is legally permitted to do so);
    2. it consults and cooperates with the other Party (at the other party’s expense) regarding any step which the other party may reasonably elect to take to challenge the validity of such a requirement; and
    3. it consults with the other Party as regards the content, timing and manner of any such disclosure and takes into account the other Party’s reasonable requirements in relation thereto.
  8. No failure or delay by a party in exercising any right, power or privilege to which it is entitled under this agreement shall operate as a waiver, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise.
  9. Each party understands and acknowledges that the information disclosed to it by the other party is made without any express or implied warranty as to its accuracy, or any duty of care in its preparation.
  10. For the purpose of this agreement:
    1. “parent undertaking”, “subsidiary undertaking” and “fellow subsidiary undertaking” shall be defined as in sections 1162, 1162 and 1161(4) of the Companies Act 2006 respectively;
    2. “Disclosing Party” means a party which discloses confidential information to the other party;
    3. “Receiving Party” means a party which receives confidential information from the other party.
  11. A parent undertaking, subsidiary undertaking or fellow subsidiary undertaking of a Party to this agreement; may rely upon and enforce the terms of this agreement.
  12. Notwithstanding any other provision of this agreement, the Parties may by agreement in writing rescind or vary any provision of this agreement without the consent of any third party, and accordingly section 2(1) Contracts (Rights of Third Parties) Act 1999 shall not apply.
  13. Except as expressly set out in clause 11 above, a person who is not a Party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or rely on any terms of this agreement.
  14. If any provision of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal in whole or in part, such invalidity or unenforceability shall not affect the other part of that provision or the other provisions of this agreement which shall remain in full force and effect.
  15. Each Party agrees that any breach or threatened breach by it of the terms of this agreement may cause irreparable injury to the other Party and that in addition to any other available remedies, in the event of a breach or threatened breach of the terms of this agreement, the other party shall be entitled to obtain injunctive relief and any other equitable relief against the party in breach without the necessity of proving actual damages.
  16. This undertaking is governed by and shall be construed in accordance with law of England and Wales and the parties shall submit to the exclusive jurisdiction of the courts of England and Wales.

3. Amendments to this agreement

We reserve the right to make changes to this User Confidentiality Agreement at any time to reflect changes in the law, our data collection, and use practices, the features of our Site, Tool or services, or advances in technology. Please check this page periodically for changes. Save for urgent changes (such as those required by law) we will post such a notice on our website prior to the changes becoming effective. Please review the changes carefully. Your continued use of the Site, Tool, and Programme following the posting of changes to this policy will mean you consent to and accept those changes.