1. BACKGROUND
This Data Sharing Agreement is intended to set out the terms on which Quantuma Advisory Ltd and any of its subsidiary companies and associated entities will process personal data disclosed to us in the process of registering on the Interested Parties Database.
2. DEFINITIONS AND INTERPRETATIONS
2.1. “Applicable Law” means:
(a) any law, statute, regulation, byelaw or subordinate legislation in force from time to time to which a party is subject and/or in any jurisdiction that the Services are provided to or in respect of;
(b) the common law and laws of equity as applicable to the parties from time to time;
(c) any binding court order, judgment or decree;
(d) any applicable industry code, policy or standard; or
(e) any applicable direction, policy, rule or order that is binding on a party and that is made or given by any regulatory body having jurisdiction over a party or any of that party’s assets, resources or business;
“Consent” has the meaning set out in Data Protection Laws;
“Data Protection Laws” means:
(a) the GDPR;
(b) the Data Protection Act 2018;
(c) the Directive 2002/58/EC (ePrivacy Directive) and/or the Privacy and Electronic Communications (EC Directive) Regulations 2003;
(d) any other Applicable Law relating to the Processing, privacy and/or use of Personal Data, as applicable to either party or to this Agreement;
(e) any laws which implement any such laws; and
(f) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
“the ICO” means the Information Commissioner’s Office or any other supervisory or regulatory authority relating to data protection compliance with jurisdiction in relation to the parties, this Agreement or the sharing of the Shared Personal Data pursuant to the Agreement;
“Data Subject” has the meaning set out in Data Protection Laws;
“Data Subject Request” means a request made by a Data Subject (in relation to the Shared Personal Data or any Processing of it) to exercise any of their right(s) under Chapter III of the GDPR or under any similar provisions in Data Protection Laws;
“GDPR” means the General Data Protection Regulation, Regulation (EU) 2016/679;
“Personal Data” has the meaning set out in Data Protection Laws;
“Personal Data Breach” has the meaning set out in Data Protection Laws;
“Personnel” means, in respect of a party, all employees, officers, other workers, agents and consultants of that party engaged in the performance of that party’s obligations under this Agreement or in the Processing of the Shared Personal Data from time to time;
“Processing” has the meaning set out in Data Protection Laws (and related terms such as “Process”, “Processes” and “Processed” have corresponding meanings);
“Processor” has the meaning set out in Data Protection Laws;
“Shared Personal Data” means Personal Data shared or otherwise made available to Quantuma by the Client pursuant to this Agreement;
“Quantuma” means Quantuma Advisory Limited, a company registered in England and Wales with registered number 12743937 whose registered office is at 81 Station Road, Marlow, Buckinghamshire SL7 1NS.
“Services” means all services we provide to you in relation to the Interested Parties Database Instruction
“We, us and our” means Quantuma Advisory Ltd and any of its subsidiary companies and associated entities.
“You” includes the addressee of the relevant Instruction and other person identified in the Instruction as your advisor; investor; or client and “your” shall have a cognate meaning.
3. COMPLIANCE WITH LAWS
Each party shall comply with Applicable Law in respect of the performance of its obligations and exercise of its rights under this Agreement.
4. YOUR OBLIGATIONS
4.1. You shall ensure that all Supplied Personal Data provided by you or on your behalf has been lawfully obtained;
4.2. all necessary consents and data processing notices have been provided in relation to the processing of the Supplied Personal Data provided by you or on your behalf;
4.3. you will not do or omit to do anything which will place us in breach of any Data Protection Laws; and
4.4. you are lawfully entitled to provide, ensure the provision of or authorise us to obtain (as the case may be) the Supplied Personal Data for the purposes envisaged by your instructions to us (if necessary we can provide additional advice to you about this).
5. QUANTUMA OBLIGATIONS
5.1. To the extent that we are processing the Supplied Personal Data as your data processor, the purpose of that processing is so that we provide professional services to you in accordance with your instructions and in this case where we act as your data processor the rest of the provisions of this section will apply.
5.2. Where we act as your data processor we shall:
5.2.1. process the Supplied Personal Data only in accordance with your instructions, unless otherwise required by law or any regulatory body (in which case we shall, where permitted, inform you of that legal requirement before processing);
5.2.2. not transfer or allow the transfer of the Supplied Personal Data outside the European Economic Area other than as permitted by Data Protection Laws, as required in order to carry out your instructions or as authorised by you;
5.2.3. ensure that persons authorised to process the Supplied Personal Data are bound by duties of confidentiality or are under an appropriate statutory obligation of confidentiality;
5.2.4. implement such security measures as required to enable the Supplied Personal Data to be processed in compliance with Data Protection Laws, including:
5.2.4.1. ensuring that access to the Supplied Personal Data is limited to our personnel who have a reasonable need to access it to enable us to perform our obligations and limit that access to those parts of the Supplied Personal Data necessary for those purposes; and
5.2.4.2. taking reasonable steps to ensure the reliability of any of our personnel who we allow to have access to the Supplied Personal Data and to ensure that all those personnel are informed of the confidential nature of the Supplied Personal Data and are aware of our obligations relating to it;
5.3. notify you without undue delay on becoming aware of a loss, or unauthorised access, disclosure or alteration, of any of the Supplied Personal Data and cooperate with you to resolve that issue; and
6. TERMINATION
6.1. This Agreement shall terminate in the event that the Service Agreement terminates or expires.
6.2. Either party may terminate this Agreement at any time by giving notice in writing to the other party if:
6.2.1. the other party commits a material breach of this Agreement and such breach is not remediable; or
6.2.2. the other party commits a material breach of this Agreement which is not remedied within [10] Business Days of receiving written notice of such breach.
6.2.3. The right of a party to terminate the Agreement pursuant to clause shall not apply to the extent that the relevant procedure is entered into for the purpose of solvent amalgamation, reconstruction or merger (where applicable) where the solvent amalgamated, reconstructed or merged party agrees to adhere to this Agreement.
6.3. Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry.
7. CONSEQUENCES OF TERMINATION OR EXPIRY
7.1. On termination or expiry of this Agreement:
7.2. Quantuma shall delete or return to the Client (at the Client's option and cost) all copies of the Shared Personal Data in its possession or control, and procure that any relevant Sub-Processor does the same, unless the applicable laws of the United Kingdom require Quantuma or that Sub-Processor to retain a copy of it; and
7.3. any clauses in this Agreement that are expressly stated, or by implication intended, to apply after expiry or termination of this Agreement shall continue in full force and effect after such expiry or termination.
8. GENERAL WARRANTY
Each party warrants and undertakes to the other party that it has the right, power and authority to enter into this Agreement and to perform its obligations under this Agreement.
9. FORCE MAJEURE
Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from any event beyond the reasonable control of that party. The party affected by such an event shall promptly notify the other party in writing when such an event causes a delay or failure in performance and when it ceases to do so. If such an event continues for a continuous period of more than six months, the party not affected may terminate this Agreement by written notice to the other party.
10. SUCCESSION
This Agreement shall be binding upon, and ensure to the benefit of, each of the parties, their respective personal representatives and their respective successors in title.
11. VARIATION
No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
12. ENTIRE AGREEMENT
12.1. The parties agree that this Agreement constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
12.2. Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement, except in the case of fraudulent misrepresentation. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.
13. NOTICES
13.1. Notices under this Agreement shall be in writing and sent to a party’s address as set out in this Agreement (or to the email address set out below). Notices may be given, and shall be deemed received:
13.2. by first-class post: two Business Days after posting;
13.3. by airmail: seven Business Days after posting;
13.4. by hand: on delivery;
13.5. This clause does not apply to notices given in legal proceedings or arbitration.
14. NO PARTNERSHIP OR AGENCY
Nothing in this Agreement constitutes, or shall be deemed to constitute, a partnership between the parties nor make any party the agent of another party.
15. SEVERANCE
If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.
16. WAIVER
No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
17. THIRD PARTY RIGHTS
No one other than a party to this Agreement, their successors and permitted assignees shall have any right to enforce any of its provisions.
18. GOVERNING LAW
This Agreement and any dispute or claim arising out of, or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
19. JURISDICTION
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).
Agreed by the parties on the date set out at the head of this Agreement.
Further details regarding our privacy practices can be found in our privacy policy www.quantuma.com/legal-notices/.
