These terms and conditions govern your use of this website; by using this website, you accept these terms and conditions in full. If you disagree with these terms and conditions or any part of these terms and conditions, you must not use this website.
Ordinii Ltd (the Disclosing Party) intends to disclose certain information relating to its business to YOU (the Receiving Party) in connection with a proposal for, and possible evaluation of, new software applications and business-to-business services for the restaurant and hotel sectors (the Purpose).
Terms and Conditions:
- In consideration of Ordinii Ltd providing you with access to and use of this website you agree that all material contained therein is of a strictly confidential nature and you agree to the following terms and conditions.
- DEFINITIONS AND INTERPRETATION
2.1 the following terms shall have the following meanings:
Confidential Information means:
(a) all information (whether oral or recorded in any medium) relating to the business, financial or other affairs (including, without limitation, any details of the current, projected and prospective financial or trading situations, promotional and marketing activities, businesses, customers, clients, business plans, strategies, forecasts, valuations, products, trade secrets, know-how and information technology) of Ordinii Ltd (or is marked, or is by its nature, confidential or commercial in confidence);
(b) all notes, memoranda, analyses, compilations, studies and other documents prepared by Ordinii Ltd which contain or otherwise reflect or are generated either from the information specified in paragraph (a) above or in relation to the Purpose;
(c) the fact and content of the communications and discussions between the parties relating to, or connected with, the Purpose; and
(d) the contents of this website; and
Representatives means, in relation to either party, any of their associated companies, its and their shareholders, directors, officers, employees, agents, consultants, contractors and professional advisers
2.2 Except where the context requires otherwise, references to either party shall be deemed to include its Representatives.
3.1 The Receiving Party undertakes to the Disclosing Party that:
3.1.1 the Confidential Information will be kept safe in a secure place and properly protected against theft, loss and unauthorised access (including, but not limited to, access by electronic means);
3.1.2 the Confidential Information will be kept secret and confidential and will not, without the Disclosing Party’s prior written consent, be disclosed by the Receiving Party (save to the extent that it is required to be disclosed by law or by any competent judicial or regulatory authority or by any recognised investment exchange (subject to clause 3.3) or is otherwise disclosed in accordance with clause 3.1.4);
3.1.3 the Confidential Information will not be used by the Receiving Party, directly or indirectly, for any purpose other than the Purpose and then only on the terms of this letter. In particular, the Receiving Party will not use the Confidential Information to obtain a commercial, trading, investment, financial or other advantage over the Disclosing Party or otherwise use it to the Disclosing Party’s detriment;
3.1.4 subject always to clause 3.1.2, it will disclose the Confidential Information only to those of its Representatives who:
(a) need to know the Confidential Information for the Purpose;
(b) are informed by the Receiving Party of the confidential nature of the Confidential Information; and
(c) agree to comply with the terms of this letter as if they were a party to it; and
3.1.5 it will:
(a) at any time on written notice from the Disclosing Party; or
(b) without request, immediately on its ceasing to be interested in the Purpose, (whichever is earlier) procure (at the Receiving Party’s election) either:
(i) the return to the Disclosing Party of all Confidential Information supplied or disclosed to or received by the Receiving Party and any written record (recorded in any medium) of such Confidential Information (without keeping any copies, extracts or other reproductions thereof); or
(ii) the destruction of the same and, in either case, the Receiving Party will, upon written request by the Disclosing Party, provide the Disclosing Party with written confirmation that the Receiving Party has complied with its obligations under this clause 3.1.5. The obligations in this clause 3.1.5 to return or destroy Confidential Information shall not apply to
- to the retention of Confidential Information by the Receiving Party and its Representatives to comply with applicable law, rule, regulation or any competent judicial, governmental, supervisory or regulatory body, provided that the Receiving Party shall maintain the confidentiality of such information in accordance with the terms and conditions for access to and use of this website and
- to Confidential Information which has been created pursuant to automatic IT back-up or in disaster recovery procedures, or
- to minutes or papers of any meeting of either party’s board of directors, or to those of a duly appointed committee of such a board (including without limitation, operational committee minutes and papers)
3.2 The undertakings in clause 3.1 shall not apply to information which:
3.2.1 the Receiving Party can demonstrate was lawfully in its possession at the time of disclosure to it and which it acquired otherwise than from the Disclosing Party;
3.2.2 the Receiving Party can demonstrate was otherwise generally known in the public domain at the time of disclosure to it;
3.2.3 becomes generally known in the public domain other than as a result of disclosure by the Receiving Party or
3.2.4 was received on a non-confidential basis (and for the avoidance of doubt, the Receiving Party shall not be required to enquire whether there is a duty of confidentiality)
3.3 If any proceedings are commenced or any action is taken which could result in the Receiving Party becoming required to disclose Confidential Information, it will (to the extent reasonable practical and legally permissible) notify the Disclosing Party in writing of such proceedings or action and will take all reasonable steps to resist or avoid being required to make such disclosure (including all steps that the Disclosing Party may reasonably request) and the Receiving Party will keep the Disclosing Party fully and promptly informed of all matters and developments relating thereto to the extent legally permissible and reasonably practicable. If (despite taking such steps) the Receiving Party is required to disclose Confidential Information to any third party, it will disclose it only to such third party. Furthermore, to the extent practical, the Receiving Party will give the Disclosing Party prior written notice of the information it proposes to disclose (containing a copy of the proposed disclosure and confirmation that its legal advisers’ opinion is that such disclosure is required) and it will take into account any reasonable comments the Disclosing Party may have in relation to the contents manner and timing of the proposed disclosure.
3.4 The Receiving Party also undertakes to the Disclosing Party that:
3.4.1 it will not, without the Disclosing Party’s prior written consent, make any approach of any kind whatsoever to any person who has a business relationship with the Disclosing Party (including, without limitation, customers, suppliers, distributors, landlords, sub-contractors or licensors), save to the extent that such an approach relates to matters conducted in the ordinary course of the Receiving Party’s own business unconnected with the Purpose and without use of the Confidential Information;
3.4.2 it will notify the Disclosing Party as soon as reasonably practicable on becoming aware that Confidential Information has been disclosed or obtained by a third party (otherwise than as permitted by this letter); and
3.4.3 it will procure that each of its Representatives acts, or omits to act, as if they had agreed with the Disclosing Party in the same terms (the necessary changes having been made) as this letter and the Receiving Party will assume responsibility for any breach by them of the terms of this letter.
The Receiving Party acknowledges and confirms to the Disclosing Party that:
4.1 any Confidential Information disclosed to it is secret, proprietary and of a confidential nature;
4.2 these terms shall continue in effect notwithstanding any decision by either of the parties not to proceed with the Purpose and notwithstanding any return or destruction of the Confidential Information;
4.3 the Disclosing Party may be irreparably harmed by any breach by the Receiving Party of the provisions of this letter and that damages alone may not be an adequate remedy for such breach and, accordingly, without prejudice to any other rights or remedies that it might have, the Disclosing Party may be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach by the Receiving Party of the provisions of this letter; and
4.4 no failure or delay by the Disclosing Party or time or indulgence given in exercising any remedy, right, power or privilege in relation to this letter shall operate as a waiver of the same nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.
- GOVERNING LAW AND JURISDICTION
These Terms and Conditions and any dispute or claim arising out of, or in connection with, them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and each party irrevocably submits to the exclusive jurisdiction of the English courts.