Mutual Non-Disclosure Agreement

1. Parties

This Non-Disclosure Agreement (the “Agreement”) is between WREN TECHNOLOGIES LTD, company number 17382891, of 128 City Road, London, EC1V 2NX, United Kingdom (“Wren”, “we”, “us”), and any individual or organisation that accepts it when evaluating, purchasing or using a Wren service (the “Customer”, “you”).

2. Subject matter

This Agreement covers confidential information shared in connection with:

• discussions about a possible commercial arrangement with Wren;
• use of the Wren Data platform and app, including Marketplace and Pulse;
• data matching, enrichment and list-building services; and
• any related support, integration or API access.

3. Confidential Information

“Confidential Information” means information disclosed by either party to the other, whether marked confidential or not, including files you upload, your search and filter parameters, saved lists, AI-assisted content generated for you, billing information, and analyses either party derives from the above.

Wren Confidential Information includes Wren Data, database structure, matching methods, source relationships, source and validation methods, pricing, commercial terms, product roadmap, security measures, API and integration details, platform workflows, technical documentation, non-public usage metrics, and non-public business plans.

The following are excluded from Confidential Information:

• information that is or becomes publicly available other than through a breach of this Agreement;
• information the receiving party already lawfully held before disclosure;
• information lawfully received from an independent third party without a duty of confidentiality; and
• information independently developed without reference to the disclosing party’s Confidential Information.

Data that has been irreversibly aggregated or anonymised such that it cannot reasonably identify a party or an individual is not Confidential Information. General learnings, know-how and statistical patterns we derive from providing our services may be retained and used by us, provided this does not involve using or disclosing another customer’s Confidential Information or client-specific derived outputs.

4. Our obligations

We will:

• hold your Confidential Information in confidence and not disclose it to any third party without your consent, except as permitted by this Agreement;
• use it only to provide the services you have requested;
• retain it in line with our Data Retention Policy; and
• delete or return it without undue delay following your written request and in accordance with our retention process, except where we are required to retain it by law or under Section 9.

Only our employees and contractors with an operational need to access your Confidential Information may do so, and each is bound by confidentiality obligations at least as protective as this Agreement.

5. Your obligations

You will:

• hold Wren Confidential Information in confidence and not disclose it to any third party without our consent, except as permitted by this Agreement;
• use Wren Confidential Information only to evaluate, purchase, receive or use the Wren services in accordance with the contract;
• restrict access to your employees, officers, contractors and professional advisers who need to know it for that permitted purpose and who are bound by suitable confidentiality obligations;
• protect Wren Confidential Information using at least reasonable care and no less care than you use for your own confidential information; and
• tell us promptly if you know or suspect that Wren Confidential Information has been disclosed, accessed, used or copied without authorisation.

Except as needed for the permitted purpose, you must not copy, download, export, screenshot, scrape, extract, retain, publish or disclose Wren Confidential Information.

You must not use Wren Confidential Information to build, improve, train, benchmark or validate a competing database, directory, data product, platform, matching service, enrichment service, artificial-intelligence system or machine-learning system.

6. Exceptions to confidentiality

A party may disclose Confidential Information to its employees, officers, contractors, professional advisers, insurers, auditors and service providers who need to know it for the purposes of this Agreement or the wider contract, provided they are bound by suitable confidentiality obligations.

A party’s confidentiality obligations do not restrict disclosure that is required by law, by a court, or by a regulator with authority over that party. Where a party is compelled to disclose Confidential Information, it will notify the other party as soon as reasonably practicable, unless prohibited from doing so, so that the other party has the opportunity to seek a protective order or other appropriate remedy.

7. No licence or partnership

Nothing in this Agreement grants either party a licence to the other’s intellectual property, and nothing creates a partnership, joint venture, or agency relationship between the parties.

This Agreement does not limit Wren’s rights under the Terms, Data Licence and Customer Suppression Schedule, Acceptable Use Policy, intellectual property law, database rights, or any other agreement or legal right that applies to the Services or Wren Data. Confidentiality obligations do not give you any additional right to access, use, copy, retain, disclose or exploit Wren Data or Wren Confidential Information.

8. No obligation to transact

Nothing in this Agreement obliges either party to enter into any further commercial arrangement.

9. Return or deletion on request

We will delete or return your Confidential Information on written request or on closure of your account, except for records we are required to retain by law (for example, invoice and accounting records, which we retain for the period set out in our Data Retention Policy).

10. No warranty

We make no representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information disclosed to us or by us.

11. Remedies for breach

Either party may seek injunctive relief to restrain a breach or threatened breach of this Agreement, in addition to any other remedy available at law.

12. Limitation of liability

12.1 Standard cap. Except as set out below, each party’s total liability arising out of or in connection with this Agreement is limited to the fees paid by the Customer to Wren in the preceding 12 months. If no fees were paid in that period, Wren’s total liability is limited to GBP 100.

12.2 Uncapped liability. Nothing in this Agreement limits or excludes liability for fraud, for death or personal injury caused by negligence, or for any liability that cannot lawfully be limited or excluded.

12.3 Excluded losses. Neither party is liable for loss of profits, loss of business opportunity, loss of goodwill, or any indirect or consequential loss.

12.4 Single aggregate cap. The caps in this section apply across this Agreement together with any other agreement between the parties referencing it (including our Terms of Service and Data Licence and Customer Suppression Schedule); they are not cumulative across documents.

13. Changes to this Agreement

Material changes — for example, a change that reduces your rights, expands our use of Confidential Information, weakens our obligations, or adds a new sub-processor with access to Confidential Information — require at least 14 days’ notice and your re-acceptance before they take effect. Non-material changes, such as clarifying wording or contact-detail updates, take effect on publication and are logged in the change history at the top of this document.

14. Governing law

This Agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising from it. A person who is not a party to this Agreement has no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

15. General provisions

Notices. Notices under this Agreement should be sent to dpo@wren-data.co.uk; a postal copy is available on request to our registered office.

Force majeure. Neither party is liable for a failure to perform caused by circumstances beyond its reasonable control.

Severability. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions continue in effect.

Waiver. A party’s failure to exercise a right under this Agreement is not a waiver of that right.

Survival. Sections 3, 4, 5, 6, 9, 10, 11, 12, 14 and 15 survive termination of this Agreement. Confidentiality obligations continue indefinitely.

Entire agreement. This Agreement, together with our Terms of Service, Privacy and Fair Processing Notice, and Data Retention Policy, forms the entire confidentiality agreement between the parties for the subject matter described in Section 2.

16. Acceptance

This Agreement is accepted electronically, without a physical signature, when you first access a Wren service that requires it. We retain an immutable record of the document version accepted, the date and time, and the IP address used.

17. Contact

Questions about this Agreement can be sent to dpo@wren-data.co.uk.