Last updated: 10/09/2015.

Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the https://www.kaizenreporting.com website (the “Service”) operated by Kaizen Reporting Ltd. (“us”, “we”, or “our”).

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.


Copyrights and Trademarks

Unless otherwise noted, all materials including without limitation, logos, brand names, images, designs, photographs, video clips and written and other materials that appear as part of our Website are copyrights, trademarks, service marks, trade dress and/or other intellectual property whether registered or unregistered (“Intellectual Property”) owned, controlled or licensed by Kaizen Reporting Ltd. Our Website as a whole is protected by copyright and trade dress. Nothing on our Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Intellectual Property displayed or used on our Website, without the prior written permission of the Intellectual Property owner. Kaizen Reporting Ltd. aggressively enforces its intellectual property rights to the fullest extent of the law. The names and logos of Kaizen Reporting Ltd., may not be used in any way, including in advertising or publicity pertaining to distribution of materials on our Website, without prior, written permission from Kaizen Reporting Ltd. Kaizen Reporting Ltd. prohibits use of any logo of Kaizen Reporting Ltd. or any of its affiliates as part of a link to or from any Website unless Kaizen Reporting Ltd. approves such link in advance and in writing. Fair use of Kaizen Reporting Ltd.’s Intellectual Property requires proper acknowledgment. Other product and company names mentioned in our Website may be the Intellectual Property of their respective owners.
Termination

If you no longer wish to have a registered account, you may terminate your account by sending an email to enquiries@kaizenreporting.com. If you no longer accept these terms and conditions, or any future modification to these terms and conditions, you must cease using our Website. Continued use of our Website indicates you continued acceptance of these terms and conditions.

If, for any reason, we believe that you have not complied with these terms and conditions, we may, at our sole discretion, cancel your access to the registration areas of our Website immediately and without prior notice.

We may terminate your registered account, at our sole discretion, by emailing you at the address you have registered stating that the agreement has terminated.

Links To Other Web Sites

Our Service may contain links to third-¬party web sites or services that are not owned or controlled by Kaizen Reporting Ltd.

Kaizen Reporting Ltd. has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Kaizen Reporting Ltd. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third¬-party web sites or services that you visit.

Governing Law

These Terms shall be governed and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

Contact Us

If you have any questions about these Terms, please feel free to contact us.


Registered Office

Kaizen Reporting Limited
Albert Buildings
49 Queen Victoria Street
Mansion House
London, EC4N 4SA
Kaizen Reporting Limited is a company registered in England and Wales with company number 08362415

VAT Number : 162 8360 07


  1. Definitions
    1. “Discloser” means either of the parties insofar as that party discloses Confidential Information to the other of them and refers to a party on every occasion when the context permits.
    2. “Recipient” means either party insofar as that party receives Confidential Information from the other of them and refers to a party on every occasion when the context permits.
  2. Non-disclosure
    1. In connection with a potential business relationship pursuant to which Kaizen will conduct a review of the Company’s documentation and processes relating to the services it provides to its clients in respect of Trade and Transaction Reporting and any other rules and/or processes as may be undertaken by the Company from time to time (the “Purpose”), either party may disclose Confidential Information (as defined below) to each other. As a condition to providing Confidential Information hereunder, both parties agree to treat such information in accordance with the provisions of this Agreement.
  3. Confidential Information
    1. As used in this Agreement, “Confidential Information” means any non-public information or data provided or disclosed to a Receiving Party in any form or medium (whether orally, in documentary form, by demonstration or otherwise) whatsoever including but not limited to any information or data which concerns the Purpose, the management and business of the Disclosing Party or the Disclosing Party’s client, files maintained by the Disclosing Party (including, without limitation, data contained in any database to which the Receiving Party has been given access), the business relationships and affairs of the Disclosing Party and its clients, the internal policies and procedures applicable to the Disclosing Party’s personnel, accounting practices employed by the Disclosing Party, technology or other systems used by the Disclosing Party and the formulation of investment strategies and policies. It also includes displays, designs, descriptions, procedures, formulas, discoveries, inventions, specifications, drawings, sketches, models, samples, codes, improvements, concepts, ideas and past, present and future research, development, business activities, products or services that are proprietary to the Disclosing Party or to a third party to whom the Disclosing Party has a duty of confidentiality as well as any additional information the Disclosing Party may also designate (in any form or medium) as Confidential Information. In addition, Confidential Information shall also include the content of this Agreement, and the substance of the discussions relating to the Purpose.
  4. Use
    1. The Receiving Party shall, and shall cause its Representatives to, use the Confidential Information only for assessment of the Purpose and will not otherwise use the Confidential Information for their own purposes or otherwise, except in accordance with the terms of this Agreement. The Receiving Party shall not and shall not permit any Representative (as defined below) to, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose the Confidential Information to any third party without the prior written permission of the Disclosing Party, provided that the Receiving Party may disclose the Confidential Information to the Receiving Party’s employees, officers, directors, advisers, agents, affiliates and representatives who need to know the Confidential Information for the Purpose and who have been informed of the confidential nature of the information (“Representatives”). The Receiving Party shall, and shall cause its Representatives to, use at least the same degree of care in handling the Confidential Information as it uses with regard to its own proprietary information but no less than a reasonable standard of care. In addition, the Receiving Party shall ensure that all persons who are provided access to the Confidential Information (including Representatives) are made aware, prior to the disclosure of Confidential Information, of its confidential nature and that such persons (i) are under a duty of confidence to the Receiving Party to hold the Confidential Information in strict confidence and (ii) have been informed of the provisions of this Agreement and their obligations to treat the Confidential Information in accordance with the terms of this Agreement. In the event an unauthorised disclosure or use is made by the Receiving Party or any person to whom the Receiving Party disclosed the Confidential Information, the Receiving Party shall promptly notify the Disclosing Party in writing and use reasonable efforts to recover the Confidential Information disclosed.
  5. Ownership
    1. The Confidential Information, including permitted copies, shall be deemed to be the exclusive property of the Disclosing Party or the Disclosing Party’s clients. The Disclosing Party’s disclosure of the Confidential Information to the Receiving Party shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights other than the limited right to use the Confidential Information solely in assessing the Purpose.
  6. Return of Confidential Information
    1. Upon the Disclosing Party’s written request, the Receiving Party will use reasonable efforts to return or destroy all copies of the Confidential Information in its possession or in the possession of any third party to whom it has disclosed the Confidential Information. Notwithstanding the foregoing, the Receiving Party may retain copies of the Confidential Information (a) as part of archival records (including backup systems) that the Receiving Party keeps in the ordinary course of its business, in accordance with the Receiving Party’s records retention policies, (b) as may be required by law, or (c) if it is relevant to a dispute between the parties, provided that such retained Confidential Information shall remain subject to the confidentiality obligations contained herein.
  7. Exclusions from Confidential Information
    1. Confidential Information shall not include information that
      1. is or becomes available to the general public other than by disclosure by the Receiving Party or its Representatives in violation of this Agreement
      2. was known to the Receiving Party previously, provided that the source of such information was not known by the Receiving Party or its Representatives to be bound by a confidentiality obligation to the Disclosing Party with respect to such information;
      3. is independently developed by the Receiving Party or its representatives without use of or recourse to the Confidential Information; or
      4. was rightfully obtained by the Receiving Party or its Representatives from a third party, provided that the source of such information was not known by the Receiving Party or its Representatives to be bound by a confidentiality obligation to the Disclosing Party with respect to such information.
    2. The Receiving Party shall have no obligation with respect to Confidential Information to the extent, but only to the extent, that such information is required or requested to be disclosed by law, rule, regulation or judicial order (including by any self-regulatory organization having jurisdiction or claiming to have jurisdiction over the Receiving Party or its Representatives), provided that the Receiving Party or its Representatives shall, to the extent practicable and permitted by law, rule, regulation or judicial order, promptly notify the Disclosing Party of such request or requirement. Notwithstanding the foregoing, no such notice shall be required in connection with disclosures to any governmental agency or other regulatory authority (including any self-regulatory authorities) having or claiming to have jurisdiction over a party and/or its Representatives.
  8. Remedies
    1. The parties agree that an impending or existing violation of this Agreement would cause the Disclosing Party irreparable injury for which it would have no adequate remedy at law and for which the amount of damages resulting therefrom would be difficult to determine. Therefore, the parties acknowledge and agree that immediate injunctive relief prohibiting such violation, in addition to any other rights and remedies available to the non-breaching party, would be appropriate.
  9. Miscellaneous
    1. Any notice required or permitted to be given under this Agreement shall be given in writing and shall be effective from the date sent by registered or certified mail, by hand, facsimile or overnight courier to the addresses set forth on the first page of this Agreement with a copy sent to the Company Secretary of the Disclosing Party.
      1. This Agreement shall not be changed, modified or amended except by a writing signed by both parties, and this Agreement may not be discharged except by performance in accordance with its terms. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns
      2. Neither Kaizen nor the Company may assign this Agreement without the other party’s prior written consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may, without the consent of the other party, assign this Agreement in connection with an internal reorganization or sale of substantially all of its assets or equity to an affiliate who is controlled by the same person(s) as previously controlled the assignor.
      3. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understanding of any kind and every nature between them. It is understood and agreed that neither this Agreement nor discussions between the parties shall be construed to create:
        1. any obligation to refrain from entering into agreements or negotiations with any other party; or
        2. any obligation to the other party hereunder with regard to the Purpose or any proposed service, product, initiative, application or other business undertaking or venture, other than the explicit obligations identified in this Agreement. Such obligations identified in (i) and (ii) would be incurred, if at all, pursuant to the terms of a separate formal agreement.
      4. The individuals executing this Agreement on behalf of each party do each hereby represent and warrant that they respectively have been and are on the date of this Agreement duly authorized by all necessary appropriate corporate action to execute this Agreement on behalf of their respective principals.
      5. This Agreement shall govern disclosures of Confidential Information made during the period from the date hereof until two years from the date of this Agreement unless superseded by a definitive agreement relating to the Purpose. The obligations with respect to Confidential Information created by this Agreement will survive until such time as the Confidential Information becomes publicly known.
      6. If a provision of this Agreement is held invalid under any applicable law, such invalidity will not affect any other provision of this Agreement that can be given effect without the invalid provision.
      7. Neither party shall make use of the other party’s name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party. This Section 9g shall survive expiration or termination of the Agreement.
      8. This Agreement shall be governed in all respects by the laws of England and Wales, and the parties agree to the exclusive jurisdiction of the English courts.
      9. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered (which delivery may be made by facsimile transmission) shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. An electronic copy of a signature received in Portable Document Format (PDF) or a copy of a signature received via a fax machine shall be deemed to be of the same force and effect as an original signature on an original executed document.