Version 1.1 — 21 September 2026 · Published in the Legal section of Suitxen’s website; accepted online through the Suitxen beta gate.
This Mutual Non-Disclosure Agreement (“Agreement”) is made, with effect from the Effective Date (clause 12), between:
- Suitxen Ltd, a company registered in England and Wales (company number 17284189), whose registered office is at 71-75 Shelton Street, Covent Garden, London WC2H 9JQ (“Suitxen”); and
- [Partner firm legal name], a [company / LLP / sole practitioner] registered in [jurisdiction] (number [number]), whose principal place of business is at [address] (the “Partner”),
each a “Party” and together the “Parties”.
1. Purpose
1.1 Permitted purpose.
The Parties wish to evaluate a potential or actual participation by the Partner in Suitxen’s private beta programme for its financial planning software platform (the “Platform”). For that purpose each Party may disclose to the other certain confidential information (the “Purpose”).
1.2 Mutual application.
Each Party may act as a discloser (“Discloser”) and as a recipient (“Recipient”) of Confidential Information under this Agreement.
2. Definition of Confidential Information
2.1 Meaning.
“Confidential Information” means all information disclosed by or on behalf of the Discloser, in any form and whether or not marked confidential, relating to the Discloser’s business, and includes in particular (without limitation) the following relating to the Platform:
- the Platform’s features, functionality, user interface, user experience, screen designs, layouts and workflows;
- algorithms, calculation logic, risk-profiling and suitability methodologies, scoring models, prompts and any artificial-intelligence integration;
- data models, database schema, system and integration architecture, and APIs;
- source code, object code, configuration and technical documentation;
- roadmap, pricing, commercial strategy, customer and prospect lists, and business processes; and
- any know-how, techniques, ideas, concepts or trade secrets demonstrated or made accessible during the beta, together with all analyses, notes and derivatives prepared by the Recipient that contain or are based on the above.
2.2 Existence of discussions.
The subject matter and progress of the Parties’ discussions, the Partner’s participation in the beta programme, and any non-public detail of the programme are Confidential Information. The public description of the beta programme, and the template terms published in the Legal section of Suitxen’s website, are not.
2.3 Exclusions.
Confidential Information does not include information that the Recipient can show by written records: (a) was lawfully in its possession free of any confidentiality obligation before disclosure; (b) is or becomes public through no breach of this Agreement; (c) is lawfully received from a third party entitled to disclose it; or (d) is independently developed without use of or reference to the Discloser’s Confidential Information.
3. Confidentiality and non-use obligations
The Recipient shall:
3.1 keep the Discloser’s Confidential Information secret and confidential and protect it using at least the same degree of care it applies to its own confidential information, and in any event no less than a reasonable degree of care;
3.2 use the Confidential Information solely for the Purpose and for no other purpose, and in particular not for any competitive, commercial or product-development purpose of its own;
3.3 not copy, reproduce, photograph, screen-record or otherwise reproduce the Confidential Information except to the minimum extent necessary for the Purpose (which, for the Partner, includes a screenshot reasonably necessary to report a bug or give feedback to Suitxen through the agreed channel, with any client personal data removed or irreversibly redacted before capture or sending, to be deleted once the report is made);
3.4 disclose the Confidential Information only to those of its officers, employees, contractors and professional advisers who need to know it for the Purpose, who are informed of its confidential nature and who are bound by obligations of confidentiality at least as protective as those in this Agreement (the Recipient remaining responsible for their compliance); and
3.5 promptly notify the Discloser on becoming aware of any unauthorised access, use or disclosure of the Confidential Information.
4. No reverse engineering
The Recipient shall not, and shall not permit any third party to, decompile, disassemble, reverse-engineer or otherwise attempt to derive the source code, structure, algorithms, data models or underlying ideas of the Platform, save to the extent this restriction cannot lawfully be excluded.
5. Non-circumvention and non-competition
5.1 No competing build.
During the term of this Agreement and for 12 months after it ends (or, if longer, for as long as the relevant information remains Confidential Information under clause 9), the Recipient shall not use the Confidential Information to design, build, fund, commission or assist any third party to build any product or service that is substantially similar to, or competitive with, the Platform.
5.2 No circumvention.
The Recipient shall not use the Confidential Information to circumvent the Discloser or to engage directly any introduced supplier, contractor or partner in a manner that excludes the Discloser.
6. No transfer of rights
6.1 Ownership.
All Confidential Information and all intellectual-property rights in it remain the property of the Discloser. Nothing in this Agreement grants the Recipient any licence or right in the Confidential Information except the limited right to use it for the Purpose.
6.2 Feedback.
Any feedback, suggestion, idea or request the Partner provides about the Platform is dealt with under the separate Beta Programme Agreement; in the absence of such an agreement, all such feedback is assigned to and owned by Suitxen.
7. Compelled disclosure
If the Recipient is required by law, regulation or a court or regulator to disclose any Confidential Information, it may do so to the extent required, provided it gives the Discloser (where lawful) prompt prior notice and reasonable assistance to seek protective treatment.
8. Return or destruction
On the Discloser’s written request, or on termination of this Agreement, the Recipient shall promptly return or, at the Discloser’s option, securely destroy all Confidential Information and copies (including from systems and backups so far as reasonably practicable) and, if asked, certify in writing that it has done so. The Recipient may retain one copy to the extent required by law or its genuine internal compliance retention policy, which remains subject to this Agreement.
9. Term and survival
9.1 Duration.
This Agreement begins on the Effective Date (clause 12) and continues until terminated by either Party on 30 days’ written notice.
9.2 Survival.
The confidentiality, non-use, non-reverse-engineering and non-circumvention obligations survive termination and continue for 5 years from the date of disclosure of the relevant Confidential Information; obligations relating to trade secrets continue for as long as the information remains a trade secret.
10. Remedies
The Recipient acknowledges that damages alone may not be an adequate remedy for breach and that the Discloser is entitled to seek injunctive or other equitable relief, in addition to any other remedy, without the need to prove special damage.
11. General
11.1 No warranty.
Confidential Information is provided “as is”; neither Party warrants its accuracy or completeness.
11.2 No partnership.
Nothing in this Agreement creates a partnership, joint venture or agency between the Parties.
11.3 Entire agreement.
This Agreement, together with any Beta Programme Agreement and Data Processing Agreement between the Parties, is the entire agreement on its subject matter. Personal data processed in the Platform is governed by the Data Processing Agreement, not this Agreement.
11.4 Variation and waiver.
No variation is effective unless in writing and signed by both Parties. No failure to enforce is a waiver.
11.5 Assignment.
Neither Party may assign this Agreement without the other’s written consent, save that Suitxen may assign to a successor of its business.
11.6 Governing law and jurisdiction.
This Agreement and any non-contractual obligations arising from it are governed by the laws of England and Wales, and the Parties submit to the exclusive jurisdiction of the courts of England and Wales.
12. Acceptance and execution
The Partner may accept this Agreement online by ticking the acceptance box at the Suitxen beta gate. Doing so confirms that the individual accepting is authorised to bind the Partner, and forms a binding agreement without any further signature. Suitxen records the account, name, date, time, IP address and the document version accepted as evidence of acceptance, and the date of that acceptance is the “Effective Date”. Alternatively, the Parties may execute this Agreement by signature below (including in counterparts and by electronic signature), in which case the Effective Date is the date of the last signature. The current version of this Agreement is published in the Legal section of Suitxen’s website and a copy of the accepted version is available on request.