Cuttleflow Marketplace demo: confidentiality terms

1. Parties

   These terms are between Cuttleflow Pty Limited trading as Cuttleflow Systems, ABN 86 699 564 871 (Cuttleflow), and the organisation named on the request form (the Participant). The person who accepts these terms confirms that they are authorised to accept them for the Participant.

2. Purpose

   The Purpose is the Participant’s use of the Cuttleflow Marketplace demo: reviewing and commenting on the draft standards, placing and quoting sample risks, building and testing underwriting rules and pricing on sample data, and consultation with Cuttleflow about the Marketplace.

3. Confidential information

   Confidential Information means information disclosed by one party (the Discloser) to the other (the Recipient) in connection with the Purpose that is marked confidential, or that the Recipient knows or ought reasonably to know is confidential. It includes:

   1. for Cuttleflow: the demo and its screens, workflows and documents; the rules engine, rating logic and configuration; draft question sets, wordings and documents before Cuttleflow publishes them; roadmap, pricing and commercial plans; the identity of other participants; and the existence and content of discussions about the Marketplace;
   2. for the Participant: its comments and replies; its underwriting rules, appetite, rating factors and rates; its pipeline and renewal information; and any other information it enters into the demo or sends as feedback.

4. Obligations

   The Recipient must:

   1. use the Discloser’s Confidential Information only for the Purpose;
   2. disclose it only to its employees, officers, contractors and professional advisers (and those of its related bodies corporate) who need it for the Purpose and are bound by confidentiality obligations no less protective than these terms, and remain responsible for them;
   3. protect it with at least the care it uses for its own confidential information, and no less than reasonable care; and
   4. tell the Discloser promptly if it becomes aware of any unauthorised use or disclosure.

5. Information between participants

   Cuttleflow will not disclose one participant’s comments, underwriting rules, appetite, rates, pipeline or renewal information to any other participant. Any statistics Cuttleflow shows to participants will be de-identified totals. The Participant must not use the demo to exchange competitively sensitive information with other participants.

6. Sample data only

   The demo uses fictional sample data. Nothing in it is a quote, an offer or cover. The Participant must not enter real client, policy or claims information or any personal information. If personal information is disclosed despite this, the Recipient must handle it in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

7. Comments and suggestions

   Cuttleflow may use the Participant’s comments and suggestions about the standards and the platform to develop them, without payment. The standards may be published. Cuttleflow will not attribute a comment or suggestion to the Participant without its consent.

8. Exclusions

   These obligations do not apply to information that the Recipient can demonstrate: is or becomes public other than through a breach of these terms; was lawfully known to it before disclosure; is lawfully received from a third party without a duty of confidence; or is independently developed without use of the Confidential Information.

9. Disclosure required by law

   The Recipient may disclose Confidential Information to the extent required by law, a court, a stock exchange or a regulator (including ASIC, APRA, AFCA, the ACCC and the Society of Lloyd’s). Where lawful, it must notify the Discloser first and disclose only what is required.

10. No licence and no obligation

    No licence or other right in any intellectual property is granted. Neither party is obliged to enter into any further agreement or transaction. Participation is not exclusive. Confidential Information is provided as is.

11. Ending participation and return of information

    Either party may end the Participant’s use of the demo at any time by notice. On request, the Recipient must return or destroy the Discloser’s Confidential Information, except copies it must keep by law and copies in routine backups, which remain subject to these terms.

12. Duration

    The obligations in these terms continue for three years from the date each item of Confidential Information is disclosed, and indefinitely for trade secrets, whether or not participation has ended.

13. Remedies

    Each party acknowledges that damages may not be an adequate remedy for a breach of these terms, and that the Discloser may seek an injunction or other equitable relief in addition to any other remedy.

14. Acceptance, changes and governing law

    The Participant accepts these terms electronically by ticking the acceptance box when it enters its invite code to open the demo. Cuttleflow keeps a record of the request form (name, organisation, email address and date) and of the version of these terms in force when it issued the invite code. A later version applies to the Participant only if it accepts that version. These terms are governed by the law of New South Wales, and the parties submit to the non-exclusive jurisdiction of its courts.

A Participant that needs a signed mutual NDA can say so in the message box on the request form. If a signed NDA is entered into, it replaces these terms for that Participant.