Investment Trends DDO Benchmarking Research
DDO Benchmarking – The client agrees to provide information and data to Investment Trends. Investment Trends will provide the client with a deidentified consolidated dashboard report (the Consolidated Report) incorporating the client data and deidentified data from other parties. There will be no charge by Investment Trends to the client for the provision of the Consolidated Report. Investment Trends and the client may at any time enter and agree for Investment Trends to use the Consolidate Report data to provide a Customised Report. This will be subject to a Purchase Agreement between Investment Trends and the Client
Master TERMS AND CONDITIONS
Investment Trends Pty Limited ABN 141 074 856 56 (“InvestmentTrends”)has agreed to supply the Client with certain goods and services in relation to market research subject to the terms of this document. No terms and conditions supplied by the Client shall effect these terms and all goods and services shall only be supplied in accordance with these terms unless specifically agreed in writing, by the Chief Executive Officer, Chief Financial Officer or Chief Operating Officer of Investment Trends.
1. USE OF CONTENT
1.1 The Report (which term will include any report or other materials or document provided by Investment Trends and all presentations and assistance) provided by Investment Trends to the Client may contain confidential information and/or information proprietary to Investment Trends including copyright material (such as data, results and findings) and trademarks of Investment Trends. Investment Trends does not waive any rights, title or interest thereto and requires that all of its rights and of any other party be respected. Without limitation Investment Trends owns the copyright in the design, selection, arrangement, production, and presentation of the Report(s) as well as in all materials originally developed by or for Investment Trends and all findings are proprietary to Investment Trends.
1.2 Subject to these Terms and Conditions, Investment Trends grants the Client a non-exclusive licence to each Report including any copyright material for use internally within the Client’s business. No other use of the information or data outside these circumstances is permitted without the prior notification to and written approval of Investment Trends, and any conditions which Investment Trends may attach to that use, including as regards payment therefore. Without limitation written approval may be supplied by Investment Trends via email for limited external use (including quoting parts of the research found in the Report externally in press releases). Otherwise, except as permitted by law, no copying, publication, modification, or commercial exploitation of any Report is permitted without the prior written permission of the owner. Investment Trends does not agree to transfer any right, title or interest in any Report supplied by Investment Trends other than the above limited licence rights.
1.3 The Report will be co-developed by Investment Trends and KPMG ABN 51 194 660 183(KPMG).
1.4 In accordance with the Co-development Agreement June 26th, 2021, prior to the survey send, Investment Trends will provide KPMG with the Corporate Contact Details for each Client including representative name, email address and other relevant information. KPMG will only use the Corporate Contact Details to ensure its independence obligations including compliance with the law and professional and ethical standards are met. Investment Trends may only provide an invitation to participate in the survey for Clients who KPMG is permitted to engage with in accordance with its independence obligations.
1.5 Following data collection, Investment Trends will provide de-identified data (data that has had all personal information removed from it) for all survey participants to KPMG to utilise and verify.
1.7 The Client will not remove or conceal any copyright or other proprietary notice incorporated in the information.
2. WRONGFUL USE
2.1 The Client must keep the Report (in any format) secure, prevent sharing of the Report with other organisations (including staff members of other organisations) and minimise the number of the Client’s staff with access
2.2 The Report is the product of the skills and expertise of Investment Trends and is of significant commercial value. The Report is not to be resold, repackage, reformatted, or reclassified without written permission from Investment Trends. The Report will contain identifiers specific to each Client. In the event that more than 10% of the Client’s copy of the Report is found in the possession of a third party, and it is confirmed that those organisations received the Report from the Client, the Client agrees to reimburse Investment Trends for the full normal sale price of the Report ($USD30,000 per Report) for each organisation found to have obtained the Report as a result of a breach of these Terms and Conditions by the Client, up to a maximum of $USD100,000.
3.1 The Report will be delivered to the Client on its completion:
(a) in soft copy (PDF) format and will include results, analysis and key findings from syndicated research;
(b) such delivery may be through email to the Addressee whose name appears below during normal business hours or if delivery in such manner is not possible, then in such other manner as Investment Trends reasonably determines; and
(c) which will be deemed to have been accepted on delivery, by whichever method the Report is first delivered.
3.2 The copyright in the survey questionnaire and the resulting data sets and reports will be owned by Investment Trends at all time and shall not be used or disclosed by the Client except in strict accordance with these Terms and Conditions.
3.3 The survey will include a question asking if respondents wish to opt in to participate in future Investment Trends research.
4. PERSONAL DATA
4.1 In this Clause 6, “Data Protection Laws” means all laws, regulations, regulatory requirements, guidance and codes of practice, including without limitation Regulation (EU) 2016/679 (“GDPR”) and the Privacy Act 1988 (Cth) (“Privacy Act”) applicable to the processing of Personal Data (as amended and/or replaced from time to time).
4.2 To the extent that the Privacy Act applies to the services provided under this Agreement:
(a) Each party will comply with the Privacy Act in relation to any personal information that is provided or made available to or by either party under or for the purposes of this Agreement, including by providing all information, entering into data transfer agreements with overseas recipients, obtaining all consents and giving all notices (or ensuring that such information, notices and consents have been given or provided) required pursuant to the Privacy Act.
4.3 To the extent that Data Protection Laws other than the Privacy Act apply to the services provided under this Agreement:
(a) When processing personal data in order to provide the Report, the parties acknowledge and agree that the Client and Investment Trends are each acting as controllers for the purposes of Data Protection Laws and independently determine the purposes and means of processing undertaken by them.
(b) Each Party will observe all applicable requirements of Data Protection Laws and the terms of this Agreement in relation to its processing of the personal data, and will, on request, provide the other at its own expense with reasonable assistance, information and cooperation to ensure compliance with the other Party’s obligations under Data Protection Laws in relation to the personal data.
(c) As a controller of the personal data each party shall:
(i) not do anything or permit anything to be done which might lead to a breach by the other party of the Data Protection Laws; and
(ii) obtain all necessary consents, approvals and authorisations to process the personal data lawfully and in accordance with Data Protection Laws.
(d) Each Party shall implement appropriate technical and organisational security measures:
(i) to protect the security and confidentiality of personal data processed by it in providing the services under this Agreement; and
(ii) to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure, access, or processing; and
(iii) as required under Data Protection Laws to ensure a level of security appropriate to the risk.
5.1 Except for any rights under any legislation in Australia which cannot be excluded or limited, Investment Trends does not provide a warranty with the Report(s) or give an assurance as to their accuracy or reliability. Investment Trends shall not be liable for any damages sustained by the Client or which are claimed against the Client by a third party, arising out of use of the Report(s). Further and in particular but without limitation, neither Investment Trends nor any third-party information provider will be liable to the Client or to any third party for any indirect or consequential loss or damage arising out of use of any Report.
5.2 In no event shall Investment Trends be liable for any delay or failure to perform which delay or failure to perform is due to causes beyond its control.
5.3 Investment Trends and the Client each agree to hold any information related to the other’s business in confidence and not, without the written consent of the other party, to disclose it to any third party. This obligation of confidentiality will not apply to information that is published in the Reports based on survey data, is generally available in the public domain, or is required by law to be disclosed.
5.4 No waiver, amendment or modification of any provision of this Terms and Conditions shall be effective unless it is made in writing by the Chief Executive Officer, Chief Financial Officer or Chief Operating Officer of Investment Trends and is expressly stated to be a waiver, amendment or modification thereof and the writing is signed by both parties. No failure or delay by either party in exercising any right, power or remedy with respect to any of its rights hereunder or any schedule which forms part of these Terms and Conditions shall operate as a general waiver thereof and shall be limited to the specific instance.
5.5 If any provision of these Terms and Conditions shall be held by a tribunal or competent jurisdiction to be contrary to law or to be unenforceable, the remaining provisions of thereof shall remain in full force and effect.
5.6 With the exception of any additional schedule referring to these Terms and Conditions, these Terms and Conditions form the entire agreement between the parties and supersedes all prior discussions, correspondence and written documents.
5.7 These Terms and Conditions are governed by the State of New South Wales and each party submits to the non-exclusive jurisdiction of the courts of New South Wales.
5.8 In the event of a dispute, a party cannot commence any court or arbitration proceedings in respect of any dispute under these Terms and Conditions unless that party has complied with this clause:
(a) A party must give written notice to the other specifying the nature of the dispute.
(b) The parties must use their best endeavours to resolve the dispute. If the parties do not agree on the dispute resolution method then the parties must, within thirty business days of the service of the notice specifying the nature of the dispute, request the President of the Law Society of New South Wales to appoint a mediator to resolve the dispute.
(c) The costs of mediation will borne equally by the parties.
(d) Nothing in this clause will prohibit a party from issuing court proceedings to obtain injunctive relief.