These terms (the “Terms”) govern your use, and use by your employees, of our consumer duty self-assessment tool and associated services (the “Product”). If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that company or legal entity and “you” and “your” will refer to that company or legal entity. The Product is provided by Equisoft Limited trading as Altus Consulting, a limited company registered in England and Wales (company number 05558586) with registered office at Bath Quays South, 1 Foundry Lane, Bath, BA2 3GZ (“Altus”, “us”, “we”). If you do not wish to accept these Terms, or are not authorised to accept them on behalf of the company or legal entity that you represent, please do not use the Product.

1. CONTACT US
   1. If you have any questions about, or feedback on, our Terms or wish to make a complaint about our services, please get in touch with us at enquiries@altus.co.uk. For technical queries please contact support@altus.co.uk.
2. YOUR USE OF THE PRODUCT
   1. The Product is designed to collect and facilitate the analysis and reporting of information about financial services organisations and firms, and their approach to the Consumer Duty imposed on them by the FCA (“Consumer Duty Data”).
   2. By uploading or otherwise providing or making available Consumer Duty Data in connection with your use of the Product, you agree that we can process and use it to provide the Product and for the following purposes:
      1. providing you with commentary and feedback on and scoring your responses, providing coaching and guidance on actions you may wish to consider in order to improve your performance, and tracking and reporting on any changes you record in your practices over time (“Response Content”);
      2. analysing, reviewing, investigating and profiling the Consumer Duty Data in aggregate, anonymised form to: identify practices and trends in the market; make recommendations; and research, prepare and publish thought leadership content, insights into how organisations are dealing with the Consumer Duty requirements and reports, publications and other content based on, derived from, or otherwise associated with the Product or the Consumer Duty Data (“Outputs”); and
      3. monitoring performance and diagnostics and improving the Product and our services using aggregate, anonymised data.
   3. Unless otherwise requested by you in writing (including by email), we will ensure that any Outputs that are disclosed or made available to the public that incorporate any of your Consumer Duty Data incorporate it in anonymised form so that you are not identifiable from or in relation to it.
   4. We may provide access to Consumer Duty Data:
      1. to our IT service providers, for the purposes of administering, hosting, maintaining and supporting the Product and the Consumer Duty Data, which may require access to Consumer Duty Data in non-anonymised form.; and
      2. subject to Section 2.3, to carefully selected third parties for the purposes of the production of Outputs, which access will be restricted to anonymised data unless otherwise instructed by you in writing (including by email).
   5. Except as otherwise expressly set out in these Terms:
      1. we have no control over the content or accuracy of Consumer Duty Data or other information provided by any user of the Product, including organisations using the Product or other third parties;
      2. we do not guarantee that the Consumer Duty Data or any other information collected through or in connection with Product, or any Outputs are up to date, complete or accurate (at any time);
      3. to the extent we or any third party issues any Output as a result of use of the Product or the grant of access to Consumer Duty Data, this will be for information purposes only, and is not intended to constitute advice in relation to any specific situation. We accept no liability for inaccuracies or omissions in the Response Content or other information provided or made available through the Product, or for any Output or activities based thereon.
      4. Neither the Product nor any subsequent Output has been, or will be, produced to meet the individual requirements of any individual person, any business or the general public and it is your responsibility to satisfy yourself prior to using the Product and/or any Output that such use is suitable for your purpose(s); and
      5. We do not make any representation or warranty, express or implied, as to the truth, accuracy or completeness of any Output, and shall not be liable to any person for any loss or damage whatsoever or howsoever arising in connection with use of the Product or any associated Output (including acting or refraining to act in reliance on the Product and / or any Output or on any decision based on it),
      6. Your access to and use of the Product is granted for the sole purpose of your providing Consumer Duty Data relating to you and receiving from us through the Product the feedback, guidance, scores and information we provide in connection with that data (“Permitted Purpose”).
   6. You will ensure that all access to and use of the Product by you or on your behalf is:
      1. by your personnel expressly authorised by you to access and use it (“Authorised Users”); and
      2. at all times in compliance with these Terms and the Permitted Purpose.
   7. You agree to be responsible for the acts and omissions of your Authorised Users, and to ensure they comply with these Terms.
3. TERMS
   1. These Terms, as amended and supplemented by us from time to time, comprise the agreement between you and us in relation to your access to and use of the Product, the Response Content and any Outputs.
   2. By ticking the relevant box at the point of registration of your account on the Product, you acknowledge that you have read and understood and agree to be bound by these Terms as varied or supplemented by us from time to time. These Terms will be effective from the date that you first accept them (“Effective Date”).
   3. You represent, warrant and undertake that:
      1. you are validly incorporated and subsisting in accordance with all applicable laws, regulations, rules and other legislation and requirements of any relevant court or regulatory authority that have the force of law (“Applicable Laws”) in your place of incorporation;
      2. you have full capacity and authority to enter into these Terms and perform your obligations under them;
      3. the person signifying your agreement to these Terms is authorised to do so on your behalf (and they individually acknowledge that if they are not so authorised they may not so accept these Terms);
      4. your use of the Product and the provision by you to us of Consumer Duty Data will not constitute a breach of any laws to which you are subject; and
   4. the information provided by you on registering to use the Product is correct and accurate and is not misleading in any material respect and you will promptly update it as required so that it remains correct and accurate.
4. PERMISSION TO USE THE PRODUCT
   1. Subject to you complying with these Terms, we grant you a limited, non-exclusive, non-assignable, non-transferable license to access and use the Product, the Response Content and any Outputs for your internal business purposes only. Any other commercial exploitation, including publication of the Outputs or Response Content in whole or in part, or any derivative of or from it, for the purposes of offering it for sale, is expressly prohibited.
5. SECURITY
   1. You will implement and maintain appropriate technical and organisational measures to restrict access to and use of the Product and the Outputs to relevant Authorised Users. If we give you any security keys, tokens, authentication keys, password or similar that you need to use the Product (“Keys”), you agree to keep them secret and to not let anyone else access, acquire or use them or to sell or otherwise transfer them. You will be liable for any losses that result from non-compliance with this Section 7, including unauthorised disclosure or misuse of Keys by your Authorised Users.
   2. Where you, an Authorised User, or your systems cause (or where we believe you or they may cause or have caused) a detrimental impact upon the performance or security of the Product (an “Incident”), we may suspend your access without notice and without liability. If you can demonstrate to our reasonable satisfaction that the Incident has been resolved, we may reinstate your access although we also reserve the right not to do so.
   3. If we believe it is appropriate, we may use technology to detect, prevent or limit the impact of any Incident. This may include or result in us restricting, throttling or suspending your access to the Product at our discretion.
   4. Where a material issue arises, and we consider it reasonable and practicable in the circumstances to do so, we will use reasonable endeavours to give you notice of it. If we believe it is appropriate, we will also give you a reasonable period to resolve the Incident.
6. Acceptable Use Policy
   1. When accessing or using the Product, you must not:
      1. Use it in any way that doesn’t comply with any applicable law.
      2. Use it in any way that is deceiving or fraudulent or has any fraudulent purpose or effect.
      3. Use it to access or interfere with another organisation or person’s account or information, impersonate another organisation or person, or create or use a false identity or email address.
      4. Use it to harm or attempt to harm any other person in any way or include or promote in any Consumer Duty Data:
         1. content that infringes any copyright, database right, trade mark or other intellectual property of any other person or advocate, or promotes or assists any unlawful act including copyright infringement and computer misuse;
         2. content in breach of any legal duty owed to a third party (for example where it is confidential information);
         3. content likely to deceive any person or that does or can be used to impersonate any person, or to misrepresent your identity or affiliation with any person; or
         4. content that gives the impression that it emanates from us or another person, if this is not the case.
      5. Use it in any way that competes with or replicates any Altus service.
      6. Use it in any way for marketing or publicity that portrays Altus in a negative manner.
      7. Do or omit to do anything, including implementing any features or business practices, that causes (or may reasonably cause) any harm or damage to any user of any Altus service or application.
      8. Do anything yourself, or do anything that causes or enables anyone else, to directly or indirectly violate the rights of Altus or any third party (including any copyright, patent, trademark, privacy, publicity or other proprietary right of any person or entity), or breach any applicable law.
      9. Upload any content containing personal data (except for the purposes of providing the contact details of your representative(s) as part of your registration to use the Product or updating that information) or do anything that violates the privacy rights of any person.
      10. Knowingly transmit any data, send or upload any material that is corrupt or contains viruses, Trojan horses, worms, logic-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware or perform any act that would cause our website to become unavailable for use by others (including via any form of denial-of service attack).
      11. Reverse engineer, decompile or disassemble the Product, except and only to the extent that applicable law expressly permits, despite this limitation.
      12. Use it in any way that threatens the integrity, performance, security or reliability of the Product, including performance or stress testing, or in any manner that works around any technical limitations or security features of the Product.
      13. Interfere with or disrupt services or servers or networks used to host or otherwise connected to the Product.
7. MAINTENANCE AND SUPPORT
   1. We may provide you with support for the Product. However, we are not obliged to do so and any support we do provide is on a “reasonable endeavours” basis and is not guaranteed.
   2. We will use commercially reasonable endeavours to make the Product available, except for periods of downtime necessary for maintenance and security update purposes. We will endeavour to communicate any material periods of unavailability of the Product in advance.
8. SECURITY AND DATA
   1. You must ensure that your networks, operating systems and the software of your web servers, databases, and computer systems are properly configured to securely access and use the Product.
   2. We and our third party IT service providers may collect and use data relating to your access to and use of the Product, and Consumer Duty Data, for the purposes of monitoring performance and diagnostics and improving our services and to confirm that you are complying with these Terms.
9. DATA PROTECTION
   1. In this Section 9 the expressions “personal data”, “processing” (and “process”) have the meanings given to them in the applicable data protection law and a reference to “applicable data protection law” includes: (i) the Data Protection Act 2018; the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any laws or regulations implementing Council Directives 95/46/EC or 2002/58/EC; (ii) the General Data Protection Regulation (EU) (2016/679) (“GDPR”); (iii) UK GDPR as defined in section 3(10) of the Data Protection Act 2018, supplemented by section 205(4) and/or any corresponding or equivalent national laws or regulations, once in force and applicable; and (iii) any mandatory guidance, guidelines or codes of practice relating to the processing of personal data, as applicable to you or us.
   2. We will process names and email addresses of your Authorised Users for the purposes of enabling them to use the Product. We will be the controller of this personal data and will process in accordance with our privacy policy which can be found at [insert link to privacy policy].
10. INTELLECTUAL PROPERTY
    1. You acknowledge that all intellectual property rights within or relating to the Product (including any information accessible through it) are owned by or licensed to Altus and nothing within these Terms will transfer any of these intellectual property rights to you.
       
    2. Images, trade marks and brands are protected by intellectual property laws and may not be reproduced or appropriated in any manner without permission of their respective owners.
    3. You must not remove any acknowledgement that we or any of our contributors is the author of any website content or any content we provide to you as part of the Product.
11. ## LIABILITY
    1. We provide the Product free of charge on an “as is” basis and “as available” with no warranties, express or implied, of any kind. We do not warrant or guarantee that the Product will function without interruption or errors. To the fullest extent permissible under applicable law, we disclaim all warranties and representations, including any implied warranties of fitness for a particular purpose, title, accuracy of data and non-infringement.
    2. Although we take all reasonable steps to protect our systems using virus checking software, please note that any content downloaded from our website or apps is at your own risk. We do not accept liability for any loss or damage that you suffer as a result of any distributed denial-of- service or other cyber attacks, computer viruses, Trojan horses, worms, software bombs or other malicious code or damaging items resulting from your use of the Consumer Duty assessment tool. You are responsible for protecting your computer systems and other devices from exposure to viruses by the use of anti-virus software, firewalls and other appropriate technical measures necessary.
    3. Nothing in these Terms excludes or limits either party’s liability for:
       1. death or personal injury arising from its negligence;
       2. fraud or fraudulent misrepresentation; or
       3. any other liability that cannot be excluded or limited under applicable law.
    4. Subject to Section 11.3, we shall not in any circumstances be liable to you or any other person for:
       1. indirect, special or consequential loss or damage; or
       2. any loss of profits, turnover, revenue, business opportunities or anticipated savings, or damage to goodwill (in each case whether direct or indirect).
    5. Subject to Section 11.3, our total aggregate liability for all losses and/or damage suffered or incurred by you arising out of or in connection with these Terms or the use of the Product, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, will be limited to £100 (one hundred pounds Sterling).
12. TERMINATION
    1. These Terms will commence on the Effective Date and will continue until terminated in accordance with the following provisions of this Section 13.
    2. If you no longer wish to access the Product you can close your account by visiting the ‘My Account’ section and clicking on ‘Delete Account’. Please note that this will terminate our agreement pursuant to these Terms and, once deleted, your account cannot be recovered.
    3. We may suspend your access to the Product without notice to you if you are not (or we believe you are not) complying with these Terms. We may also terminate these Terms without liability:
       1. for convenience by providing 30 days’ written notice to you;
       2. if you are the subject of any complaint, action, investigation or notice alleging a breach of the Bribery Act 2010 including any successor legislation and any other applicable UK legislation relating to anti-bribery, fraudulent acts or corruption (“Bribery Laws”);
       3. if we believe you are in breach of any of your obligations under these Terms relating to confidentiality, security, data protection or compliance with applicable law; or
       4. if a regulatory authority notifies us that we are required to terminate these Terms or we consider we need to do so in order for us to comply with applicable law.
    4. Either party is entitled to terminate these Terms:
       1. by thirty days’ written notice if the other party undergoes a direct or indirect change of control;
       2. immediately by written notice if the other party commits a material breach (which shall include a series of breaches or persistent breaches which together amount to a material breach) of these Terms which is incapable of remedy or which is capable of remedy but is not remedied within 20 days after receipt of written notice to the other party.
    5. Upon termination, you must immediately cease use of the Product.
    6. After termination we will continue to hold a copy of the Consumer Duty Data uploaded, provided or otherwise made available by you in accordance with our retention policies. Unless otherwise agreed by you (acting reasonably) we shall not use that Consumer Duty Data in Outputs or to prepare, research or conduct any analysis, profiles, Outputs or other work (“Work”), other than Work involving historic comparisons, change or trend data where the Consumer Duty Data was used in relation to relevant earlier Work. Notwithstanding the foregoing we shall be entitled to continue to use the Consumer Duty Data in Work that we commenced work on, or completed, prior to that date (and any Work directly related thereto).
    7. We may discontinue the Product at any time for any reason. If we decide to do so, we will endeavour to give you notice in advance and these Terms shall terminate on the date of such discontinuance.
    8. The provisions of Sections 9 (Data Protection), 10 (Intellectual Property Right), 11 (Liability), 13.5 and 13.6 (Obligations and rights on termination), 13.2 and 13.3 (Notices), 14 (General) and 15 (Dealing with Disputes) shall survive termination or expiry of these Terms. Termination or expiry of these Terms shall not affect any accrued rights or liabilities of the parties under these Terms.
13. Notices, Making changes to our terms or the Product
    1. We may change these Terms or the configuration or functionality of the Product at any time. If we change these Terms, we will let you know by sending you an email notification and/or requiring you to accept the updates the next time you log into Product. If you do not agree to the updated Terms your access to Product will be suspended after a period of time that will be notified to you along with the relevant updates. For changes that do not affect your rights or obligations under these Terms and that constitute a mere update of information, we may choose to not notify you directly. Please check our website from time to time to take notice of any updates made to the information https://www.altus.co.uk.
    2. Notices for our attention should be sent to support@altus.co.uk. Any notice given by you by email will be deemed received by us 24 hours from the date of delivery, or if that time falls on a weekend or public holiday in the UK, at 9.30 am on the next business day, if sent to the correct address (and provided no notice of delivery failure is received by you); any other notices given by you shall be deemed to have been validly given: (a) on the date of delivery, if delivered by hand or prepaid courier; or (b) three (3) business days after posting if sent by prepaid first class post in the UK. Notices delivered by hand, prepaid courier or post must be addressed and sent or delivered to our registered office.
    3. You agree that any notice or other communication may be given by us by email or posted on our website at https://www.altus.co.uk and this will comply with any legal requirement for such communications to be in writing. Any such notice will be deemed received by you 24 hours after email delivery if sent to the correct address and if no notice of delivery failure is received or posted on our website.
14. GENERAL
    1. The headings used in these Terms are for convenience only and shall not affect their interpretation.
    2. Each party shall keep confidential all information and documentation including information concerning the business or trade secrets, know-how or methods obtained from the other party in connection with these Terms both before and after the Effective Date (“Confidential Information”). Neither party may use any Confidential Information for any purpose other than in complying with its obligations under these Terms, or disclose any Confidential Information to any person other than its officers and employees, except to the extent it is necessary for the purpose of performing its obligations under, or as expressly permitted by, these Terms.
    3. Section 14.2 shall not apply to Confidential Information of a party which the recipient can show to the disclosing party's reasonable satisfaction: (i) was known to the recipient (without obligation to keep the same confidential) at the date of its disclosure; (ii) is after the date of disclosure lawfully acquired by the recipient in good faith from an independent third party who is not subject to any obligation of confidentiality in respect of such Confidential Information; (iii) in its entirety was at the time of disclosure or has become public knowledge otherwise than by reason of the recipient's neglect or breach of the restrictions set out in these Terms or any other agreement; (iv) is independently developed by the recipient without access to any or all of the disclosing party's Confidential Information; or (v) is required by law, judicial action, recognised stock exchange, governmental department or agency or other regulatory authority to be disclosed in which event the recipient shall take all reasonable steps to consult and take into account the reasonable requirements of the other party in relation to such disclosure.
    4. Each party shall comply with applicable Bribery Laws, and each shall procure that all of that party’s personnel, subcontractors and all others associated with that party, involved in performing services for or on behalf of that party or otherwise involved with these Agreement, so comply. Each party shall immediately notify the other party as soon as it becomes aware of a breach of any of the requirements in this Section 14.4.
    5. Each of the provisions of these Terms (or part of any provision) is severable. If any such provision is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction that shall not affect the legality, validity or enforceability of the other provisions of these Terms. The provision itself shall apply with the minimum modification necessary to make it legal, valid and enforceable.
    6. No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    7. You may not assign, transfer, charge or deal in any way with the benefit of, or any rights under or interest in these Terms; or sub-contract all or any of your obligations under these Terms. We may assign the benefit of, and any of our rights under, these Terms together with any cause of action arising in connection with any of them to our successor in title, any of our affiliates or to any purchaser or transferee from us or any of them.
    8. These Terms constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You confirm that in entering into these Terms you are not relying on any warranties, representations, covenants undertakings, indemnities, promises, forecasts or other statements whatsoever, whether written or oral (and whether implied or otherwise) made before your entry into these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms. Nothing in this Section shall limit or exclude any liability for fraud.
15. DEALING WITH DISPUTES
    1. We will both use reasonable endeavours to promptly resolve any disputes between us. If any dispute is not resolved within 30 days of it being raised in writing by a party with the other party, either party refer the dispute to the English courts for final determination in accordance with Section 15.2. Nothing in this Section 15.1 will limit your or our right to commence proceedings to obtain injunctive or other interlocutory relief against the other at any time.
    2. These Terms 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 English law and shall be subject to the exclusive jurisdiction of the English courts.