Data Room Terms of Use

 

These terms and conditions (“the Terms“) apply to the use of the Maples Teesdale LLP data room services, our extranet platforms, and other future applications (“the Sites“) which are hosted by Thomson Reuters and Red River (or such other host as we may from time to time appoint for this purpose) (“the Data Room Providers”) and operated by Maples Teesdale LLP of 30 King Street London EC2V 8EE (“Maples Teesdale”, “we“, “our“, “us“).

By clicking on the “Sign in” button the user (“you“, “your“) agrees to be legally bound by and to comply with the Terms. If you do not accept the Terms, you are not authorised to use the Sites. Any use of the Sites indicates your acceptance of the Terms. Maples Teesdale reserves the right to amend the Terms at any time by amending this webpage, please check the Terms regularly to ensure you understand the version that applies at that time. You will be deemed to have accepted any changes to the Terms on the first occasion when you use the Sites after the publication of the amended Terms. If you do not agree to the Terms, you must not access the Sites.

 

Control of Access

Maples Teesdale regulates access to the Sites or any part of them by assigning each user different access levels. Your ability to access areas of the Sites and certain materials on them will depend upon the access level provided to you. We reserve the right to change your access level to the Sites at any time with or without notice to you.

At all times you agree to access the Sites and the materials accessible on and via it in accordance with the Terms and your access level permissions.

You must not attempt to gain unauthorised access to our computer system or the computer system(s) of any other user. You may not take any action which does or may cause our service to users to be interrupted or degraded.

You shall not grant access to the Sites to any third party (including but not limited to any other user who or whose organisation already has access to the Sites) including by providing or sharing usernames, and/or passwords, and/or multi factor tokens and/or allowing unauthorised access to a computer upon which you have access to the Sites.

 

IP Ownership

All intellectual property rights and goodwill relating to the Sites and their design belong to the Data Room Providers as hosts and to Maples Teesdale as operator. The uploading of content onto the Sites shall not affect any existing intellectual property rights of any party. You may not use any content placed on the Sites by us, for any purpose other than for the purpose for which it has been provided for use on the Sites. If you make a copy of any part of the Sites that contain our content or that of third parties, you must ensure that each copy contains all and any intellectual property rights notices that appear on or are embedded within the original.

Nothing in these Terms shall grant you any right title or interest in or to any intellectual property of Maples Teesdale and/or of another user of the Sites.

By submitting any information in an electronic format, including documents or other electronic material to the Sites you thereby grant to Maples Teesdale and all other users the right to copy and amend such material in connection with the purposes for which the Sites have been established.

If you print off, copy or download any part of the Sites in breach of these Terms, your right to use the Sites will cease immediately and you must at our option and request, return or destroy any copies of materials you have made.

 

Content

We will not be responsible or liable to any third party, for the content or accuracy of any material not created by or on behalf of Maples Teesdale which has been loaded onto the Sites or is accessible via the Sites by you or any other user of the Sites, including in respect of any material that contains information which may be considered defamatory or unlawful in any way. We reserve the right to remove any content which we, in our sole discretion, consider to be defamatory, unlawful or contrary to our content standards in any way, regardless of whether or not we have received a complaint to that effect.

None of the documents or other materials accessible by use of the Sites constitutes an offer or invitation to contract (including but not limited to an offer to sell or an invitation to purchase or tender for any assets) and no contract can be formed based on any content in the Sites without express approval by other means. You are responsible for ensuring that a back-up copy is made of any document that you upload to the Sites or create using the Sites. We do not accept responsibility for any document which is lost or corrupted due to user error, transmission failure or error or for any other reason whatsoever.

Commentary and other materials posted on the Sites are not intended to amount to legal advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials. No lawyer-client relationship is created between you and us as a result of us providing you with access to the Sites.

 

Confidentiality

Each of us recognises that by using the Sites we may receive trade secrets and/ or confidential or proprietary information of the other party or other users of Sites including but not limited to information concerning real estate property, ownership and occupiers, business plans, customers, suppliers, services, intellectual property and financial results (“confidential information“).

Each of us agrees not to use the confidential information for any purpose other than the purpose for which it is made available on the Sites and agrees not to divulge any confidential information received to any of its employees who do not need to know it, and to prevent its disclosure to or access by any third party without the prior written consent of the party to whom it belongs except as may be required by law or any legal or regulatory authority.

This obligation will survive the termination of these Terms for a period of 3 years or, in respect of a particular item of confidential information, until such earlier time as that item of confidential information reaches the public domain other than through the receiving party’s own default. If any terms of engagement, contracts and any other formal or informal agreements exist between you and us, or you and our clients or any other relevant third parties, contain confidentiality provisions which would affect the content of the Sites, then you accept that the confidentiality obligations set out in therein will apply equally to the content on the Sites.

 Additional confidentiality terms applicable for potential purchasers, finance providers and related advisors

The Sites may be established on behalf of our client in order for potential buyers / investors and their advisors to consider the viability of a target business or target asset(s) for purchase / investment (the “Transaction”), and / or for finance providers and their advisors to consider providing finance for such a Transaction. If you are a potential buyer, investor or finance provider or a professional adviser to any such person and have entered into a confidentiality agreement directly with our client in relation to the Transaction (the “Agreement”) then you accept that the confidentiality obligations set out in that Agreement will apply equally to the content on the Sites.

Where you are not such party to such an Agreement but the confidentiality obligations within the Agreement purport to apply to you, by virtue of the signing party to that Agreement agreeing to procure your compliance with them, then you agree to be bound by those terms in  in relation to the content of the Sites save where any regulatory or professional standards applying to you prevent you from doing so.

 

Message and Bulletin Boards

Where a message or bulletin board is provided, it may contain messages submitted by users of the Sites over which we have no direct control. As such, we cannot guarantee the accuracy, integrity or quality of any material posted to any message or bulletin board. Maples Teesdale is not responsible in any way for the content of such material, nor do we necessarily endorse or accept any liability for any statements made.

We reserve the right to refuse to post, delete or edit any messages posted to any of our message or bulletin boards and we shall not be liable to you for the any such action undertaken by us.

You are responsible for ensuring that none of your messages posted to any of our message or bulletin boards:

• infringes or is capable of infringing the intellectual property or other rights of any person or entity.
• breaches any applicable law, regulation or standards.
• is offensive, obscene, pornographic, insulting, false, defamatory or unreliable.
• encourages conduct that could constitute a criminal offence or give rise to civil liability.
• contains any viruses, trojans or files which could interfere with the operation of our or another person’s computer systems.
• contains any advertising or promotional material, chain messages or “spam”, any domain name, mailbox name or other name or anything which does not relate to the purpose for which the Sites were established.

If you consider that any of the above applies to any messages or material on the Sites, please notify us so that we can promptly investigate and proceed to take appropriate action, including removal of such material as necessary to comply with applicable law.

 

Third Party Linking

You may not frame or link or otherwise associate yourself with the Sites without our express permission. We reserve the right to withdraw linking permission without notice. Any link from the Sites to other web sites is provided solely for your information, use and convenience. The link does not represent any endorsement or recommendation by us of that linked web site and does not mean that we have any association with the owners or operators of that web site. Accordingly, we are not responsible for the content of any such linked web sites.

 

Responsibility for transmissions and use of the Sites

You shall not interfere or attempt to interfere with the proper operation of our software, or any service being delivered through the Sites.

You are solely responsible for the content of any of your transmissions through the Sites and any content which you may post on the Sites. You must not misuse the Sites by knowingly introducing viruses, trojans, worms, logic bombs, time bombs, keystroke loggers, spyware, adware, or any other programmes or computer code or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Sites, the server on which the Sites are stored or any server, computer or database connected to the Sites. You must not attack the Sites via a denial-of-service attack or a distributed denial-of service attack.

By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Sites will cease immediately.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Sites or to your downloading of any material posted on it, or on any website linked to it.

You must not use the Sites for transmitting any false, unlawful, harassing, defamatory, abusive, hateful, racial, threatening, harmful, vulgar, obscene, seditious or otherwise objectionable or offensive material of any kind or nature.

You must only use the Sites in accordance with the Terms.

 

Warranties and Liability

Downloading from the Sites is at your own risk, and you must carry out all necessary virus checks.

Maples Teesdale makes no express or implied representation or warranty:

• that the Sites will be available for access all the time, or at any time on a continuous uninterrupted basis or as to the operation, quality, functionality or accessibility of the Sites. We may suspend, withdraw, discontinue or change all or any part of the Sites without notice. We will not be liable to you if for any reason the Sites are unavailable at any time or for any period. We do not guarantee that the Sites or any content on them will be free from errors or omissions. We do not accept liability for any errors, inaccuracies or omissions on the Sites and expressly exclude liability for such errors, inaccuracies or omissions, to the extent permitted by law.
• as to the accuracy, performance, completeness, fitness or suitability for any particular purpose or currency (ie whether up to date) of the information and/or material accessible on or through the Sites other than any material prepared by Maples Teesdale specifically for and addressed to you and request that wherever possible and relevant, you verify data which is available on the Sites with an independent source. It is your responsibility to ensure that you are working on the most recent version of any document or other material on the Sites; or
• that the Sites and/or any material accessed via them are free from bugs, viruses or anything else that has contaminating or destructive properties including where such bugs, viruses or other programmes result in loss of or corruption to your data or other property. We will not be liable for any data lost or any equipment or software replaced by the User as a result of the User using the Sites.

Except in respect of death or personal injury arising from our negligence, our liability for fraudulent misrepresentation, and any other liability which cannot be excluded or limited under applicable law or as expressly provided for in the Terms, Maples Teesdale shall not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable, arising under or in connection with your use of, or inability to use the Sites. In particular (and notwithstanding the generality of the foregoing) we will not be liable for any claim to the extent that the same is or can be characterised as a claim for (or arising from): loss of profits, contracts or anticipated savings, loss of goodwill or injury to reputation; loss of business opportunity; loss of revenue; loss of business or sales; loss or corruption of data, information or software; increase in costs and expenses; the claims of third parties; or any indirect, incidental, consequential loss or special loss or damage, regardless of the form of action, whether in contract, strict liability or tort (including negligence), and regardless of whether the first named party knew or had reason to know of the possibility of the loss, injury or damage in question.

Subject to the above, our total liability to you in respect of all losses shall in no circumstances exceed £1,000 in aggregate.

 

Privacy and Data Processing

We may register information about you so that you and your representatives shall be able to use the Sites. By accepting these Terms, you consent to our processing your personal data for Site management and administration purposes, to make such data (other than password details) available to other users of the Sites as required, and to the transfer of your information to a country or territory outside the EEA if necessary for these purposes.

The Sites are designed so that accurate records are maintained of all documents and other materials accessed via it. By accepting these Terms you consent to our monitoring and recording your use of the Sites, to our retaining these records for so long as we deem necessary and to making this information available to third parties if considered necessary to do so, for example in connection with any audit of or dispute in connection with any matter for which the Sites are or were being used.

To the extent that any party (“the Data Controller“) is a data controller under the Regulation (EU) 2016/679 General Data Protection Regulation (“GDPR“) of any personal data (“the Personal Data“) stored or processed on or using the Sites, then each of us undertakes:

• to process all such Personal Data in accordance with these Terms and the obligations imposed on data controllers by the GDPR in relation to the use of the Sites;
• to process personal data on the Sites for purposes compatible with those agreed upon by the Parties;
• to ensure that we have appropriate organisational and technological measures in place to safeguard against any unauthorised access, loss, destruction, theft, use or disclosure of, the Personal Data;
• to keep personal data held on the Sites accurate and up to date, where necessary to do so;
• to take reasonable steps to ensure the reliability of any of our employees who have access to the Personal Data; and
• to demonstrate to the Data Controller or its agents on reasonable notice that the above obligations are being complied with.

Where you are the Data Controller, and we are considered to be a Processor, as defined by the GDPR, you hereby grant us the power to appoint data sub-processors of the Personal Data on substantially the same terms as set out above.

 

Account Security

The Sites encrypt all content sent to or from them.  Access to the Sites will only be permitted to someone with an authenticated username, password, and/or multi factor token, and thereafter will depend upon the access levels granted to such user.

You are responsible for ensuring that your User ID and password remain confidential so that they cannot be used by any unauthorised person. You must not disclose or show your password to any third parties or use your password for any purpose connected with the improper use of the Sites including accessing or attempting to access other parts of the Sites for which you do not have access rights. You are responsible for preventing unauthorised persons from using your User ID and/or password.

You shall take all necessary action to avoid a third party becoming aware of or gaining access to any information concerning all or any part of the Sites, their security codes and procedures. You shall immediately advise Maples Teesdale of any violation or suspected violation of this clause; by any means, including, but not limited to, loss or theft of a password, disclosure to anyone who is not an authorised user, or if any user leaves your employment or you believe the security of the Sites is threatened in any way.

Maples Teesdale reserves the right to edit and/or amend passwords or issue new usernames and/or multi factor tokens at any time by giving notice to you.

 

Data Room Security

Maples Teesdale will use reasonable endeavours to ensure that the Data Room Provider keeps the Sites secure and prevents unauthorised access to the service. We operate a secure data network protected by industry standard firewall, anti-virus and password protection systems, as well as multi factor user authentication, access controls, user permissioning, AES 256bit data encryption and a secure protected database. Although these facilities provide a high level of protection, we do not guarantee that the site is totally secure, nor do we guarantee that any information displayed on or transmitted over the Sites have not been interfered with by any third party.

 

Indemnity

You agree to fully indemnify, defend and hold us, our employees, agents, suppliers and business partners, harmless immediately on demand, against all claims, damages, losses, costs and expenses, including legal fees, arising out of your breach of the Terms or any other liabilities arising out of your use contrary to the these Terms of the Sites or of any materials accessible via the Sites, or the use by any other person accessing the Sites using your username, password, and/or multi factor token.

 

Cookies

When you first visit the Sites, we may send you a cookie. A cookie is a small file that can be placed on your computer’s hard disc for record keeping purposes. This cookie is used to tell our Sites that you are a registered user and will indicate that you have accepted our Terms. This may mean that you will not have to accept our terms each time that you use the Sites using the computer that has the cookie on it unless we require you to accept an updated version of our terms. You are not obliged to accept a cookie from us, or any other web site, and may modify your browser so that it will not accept cookies at your discretion. If you do choose to accept a cookie onto your computer, you agree that all responsibility for causing your computer to perform any functions from time to time remains with you and any such functions will be deemed to have been authorised by you. Further information on the law concerning the use of cookies and how they may be removed from your system can be found at https://www.maplesteesdale.co.uk/cookie-policy/

 

Termination

We reserve the right, in our sole discretion, to suspend, terminate or restrict access to the Sites and to terminate these Terms, or withdraw any password, username, and/or multi factor token at any time, without notice. Any such suspension or termination of access or termination of these Terms (howsoever caused) will not affect the accrued rights or liabilities of either party.

On termination, at our request, you and your representatives agree to:

1. return to us, or at our option, destroy all information downloaded from the Sites and any information derived or generated therefrom, together with copies thereof (in all cases, whether in your possession or in the possession of third parties related to, controlled by or working with you); and
2. delete all information downloaded from the Sites and any information derived or generated therefrom, from any computer, word processor, tablet, smartphone, or other communication device through which the Sites are accessed, or other like device in your (or any third parties related to, controlled by or working with you) possession, custody or control; and
3. certify to us that 1. and 2. have been complied with.

Severance

If any provision of these Terms is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions will not be prejudiced. If any of such provisions is void but would be valid if some parts of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid.

 

Faults

If you discover any fault in the Sites, please advise us as soon as possible using the contact details set out on the Sites or via your usual Maples Teesdale contact.

 

Entire Agreement

These Terms constitute the entire agreement between us with respect to your access to and use of the Sites. We each acknowledge that, in entering into these Terms, neither of us has relied on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms. Nothing in this clause limits or excludes liability for fraud.

 

Miscellaneous

None of the rights under these Terms may be assigned, transferred or sublicensed by the User without the prior written consent of Maples Teesdale.

Nothing in these Terms shall be deemed to constitute a partnership between Maples Teesdale and any user or between users nor constitute any party the agent of any other party for any purpose.

These Terms do not create any rights enforceable by any person not a party to them.

 

Law & Jurisdiction

These Terms will be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees to submit to the non-exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with these Terms.

 

By clicking on the “Sign in” button you signify your acceptance of these Terms. If you do not agree to these Terms, please contact us as soon as possible using the contact details set out on the Sites.