Access to and use of this website, under the domain name www.reactec.com (‘our site’), is provided subject to the following confidentiality agreement referred to therein (‘the Agreement’). Use of any part of our site constitutes your acceptance of the Agreement. Please read the Agreement carefully before you access any other pages of our site. If you do not accept the conditions in full you must cease to use this site immediately.
The site is operated by Reactec, a private company limited by guarantee having its registered office at 5 Leamington Terrace, Edinburgh, EH10 5JW (‘Reactec’; ‘we’; ‘us’ or ‘our’).
The Agreement is between Reactec and the customers who agree to the terms conditions of this website (the ‘Customers’).
WHEREAS
Reactec wishes to disclose to the Customers [all information contained in the website within the downloads section of the website, beyond the login screen].
Among the information to be revealed to the Customers will be certain Confidential Information (as defined below) belonging to us.
NOW THEREFORE the parties have agreed as follows:
1 Definitions and Interpretation
For purpose of this Agreement:
1.1 the term "Confidential Information" shall refer to all information (whether of a technical, commercial or financial nature) which is contained in the secure section of the website, beyond the login screen, or which ought reasonably be considered to be confidential, including without limitation to the foregoing generality the fact that the information is contained in the website;
1.2 it is understood that reference to the disclosure of Confidential Information by us to the Customers shall include disclosure of such information by or on behalf of the Customer to any director, employee, agent, representative or any other person or entity receiving or holding such information on behalf of the Customer;
1.3 the expression ‘Reactec’ shall be deemed to include any of its subsidiaries or subsidiary undertakings or holding companies and any other subsidiary or subsidiary undertaking of any of its holding companies ("holding company" and "subsidiary company" having the meanings set out in section 736 of the Companies Act 1985 as amended);
1.4 the expression ‘Authorised Person’ shall mean a director, officer, employee, professional advisor or banker of the Customer who has an absolute need-to-know such Confidential Information and who is directly concerned with membership.
1.5 the expression ‘FOISA Legislation’ means the Freedom of Information (Scotland) Act 2002, together with any and all Codes of Practice issued thereunder and the Environmental Information (Scotland) Regulations 2004.
2 Non-disclosure and Use of Confidential Information
The Customer undertakes to Reactec:-
2.1 to keep secret all Confidential Information obtained from us or from any person authorised by us to supply such Confidential Information to the Customer;
2.2 not to disclose such Confidential Information to any person or third party, other than to an Authorised Person, subject always to compliance with the provisions of clause 2.4;
2.3 to use the Confidential Information solely for the purposes of your membership of Reactec and not for any other purpose (including, but without limitation, to procure any commercial advantage over us or to exploit the Confidential Information in its business);
2.4 to inform all such Authorised Persons receiving or to receive Confidential Information of the existence of this Agreement and will instruct and cause them to respect the terms and conditions of this Agreement in relation to the Confidential Information and shall be responsible for any breach of this Agreement by any such Authorised Persons;
2.5 forthwith upon request to either (a) return (and procure the return) to us of all Confidential Information held by it together with all copies thereof and extracts therefrom taken by or on behalf of the Customer; or (b) destroy or permanently erase all such Confidential Information and procure that a senior officer of the Customer confirms in writing that the Customer has carried out such destruction and erasure in full;
2.6 not disclose the fact that discussions and/or negotiations are taking place or have taken place concerning the Proposed Transaction or any of the terms or conditions thereof, other than to Authorised Persons.
3 Exceptions to duty of confidentiality
The duty of confidentiality with regard to Confidential Information shall not extend to:
3.1 any Confidential Information which, at the time of disclosure, was generally known or had been previously published and was part of the public domain;
3.2 any Confidential Information which is published or becomes part of the public domain after disclosure, unless publication or disclosure is due to a breach of this Agreement;
3.3 any Confidential Information which, prior to its disclosure was already in the possession of the Customer, as evidenced by the written records kept by the Customer in the ordinary course of business, or as evidenced by proof of actual prior use of such Confidential Information by the Customer;
3.4 any Confidential Information which, subsequent to its disclosure, is obtained by the Customer from a third party who is lawfully in possession of such Confidential Information and is not in violation of any contractual, legal or fiduciary obligation to us with respect to such Confidential Information; or
3.5 any Confidential Information which is required to be disclosed by judicial or administrative order or other requirements of law.
3.6 any Confidential Information which requires, in the reasonable opinion of the Customer, to be disclosed pursuant to FOISA legislation.
4 Forced Disclosure
4.1 Subject to clause 4.2, the Customer may disclose Confidential information to the minimum extent required by any order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body or any other requirement of law.
4.2 Before the Customer discloses any information under this clause 4, the Customer shall (to the extent permitted by law) use its best endeavours to:-
4.2.1 inform us of the full circumstances of the disclosure and the information that will be disclosed, and take all such steps as may be reasonable and practicable in the circumstances to agree the contents of such disclosure with us before making the disclosure;
4.2.2 consult with us as to possible steps to avoid or limit disclosure and take those steps where they would not result in significant adverse consequences to the Customer;
4.2.3 gain assurances as to confidentiality from the body to whom the information is to be disclosed; and
4.2.4 where the disclosure is by way of public announcement, agree the wording with us in advance.
4.3 The Customer shall co-operate with us if we decide to bring in any legal or other proceedings to challenge the validity of the requirement to disclose Confidential Information (at our cost and expense).
4.4 If the Customer is unable to inform us before Confidential Information is disclosed, the Customer shall (to the extent permitted by law) inform us immediately after the disclosure of the full circumstances of the disclosure and the information that has been disclosed.
5 Term
The provisions of this Agreement shall continue in effect for ten years from the date of acceptance of the terms of this Agreement or the date of last disclosure of Confidential Information (whichever is later) or any return or destruction of Confidential Information. Notwithstanding the foregoing, the provisions of clauses 6 to 11 (both inclusive) shall survive the expiry or termination of this Agreement.
6 No transfer of ownership or licence
Any Confidential Information imparted hereunder shall remain our property. No licence is granted to the Customer hereunder and no licence shall be deemed to have arisen or to be implied in relation to any of the Confidential Information.
7 Specific enforcement
The Customer acknowledges that damages may be a wholly inadequate measure of loss in the event of any breach of the terms of this letter and accordingly agrees that in such event we shall be entitled to seek specific enforcement of the terms hereof (by interdict, injunction or otherwise) on such terms as any court with jurisdiction may deem just and proper.
8 Warranties
Neither we nor any of our employees, officers, agents or professional advisors accepts responsibility or liability for or makes any representation, statement or expression of opinion or warranty, express or implied, with respect to the accuracy or completeness of the Confidential Information or as to the reasonableness of assumptions or opinions on which the same is based whether written or oral or any other oral communication in connection therewith, unless and save to the extent that such representation, statement or expression of opinion or warranty is expressly incorporated into a legally binding contract.
9 Data protection
The Customer warrants in relation to any personal data supplied to it by us that the Customer shall:
9.1 comply with the provisions of the Data Protection Act 1998 and all other data protection legislation applicable from time to time and shall ensure that the Customer has the necessary registrations and permissions as are required by and of the legislation as data processor and controller; and not transfer the said personal data outside of the United Kingdom.
10 Severability
Each provision of this Agreement is severable and distinct from the others. The parties intend that every such provision shall be and remain valid and enforceable to the fullest extent permitted by law. If any such provision is or at any time becomes to any extent invalid, illegal or unenforceable under any enactment or rule of law, it shall to that extent be deemed not to form part of this Agreement but (except to that extent in the case of that provision) it and all other provisions of this Agreement shall continue in full force and effect and their validity, legality and enforceability shall not be thereby affected or impaired.
11 Applicable law
This Agreement shall be governed by and construed in accordance with the laws of Scotland and any dispute arising out of the interpretation, validity or performance of, or otherwise in connection with, this Agreement shall be submitted to the non-exclusive jurisdiction of the Scottish courts.
By ticking the box you are deemed to have read and accepted the terms of this confidentiality agreement.