These General Conditions of Use set out the terms and conditions on which You may access and use the Portal provided by Claims Portal Ltd (Portal Co), a company incorporated in England and Wales with company number 07237927.
These General Conditions of Use are legally binding on all users of the Portal to the extent applicable depending on your method of access (certain terms, where indicated, will only apply to A2A access to the Portal for example and not to web browser based access). Please click the 'I agree' box to confirm your acceptance of them. You will not be able to proceed to the Portal unless you agree to be bound by these General Conditions of Use.
Some words and expressions used in these General Conditions of Use have particular meanings, as follows:
"A2A" : means the method of messaging the Portal systems by means of an XML or other communication from one software application to another;
“Affiliate” : means any party involved in the provision of Services to Portal Co under these terms and conditions;
“Authorised User” or "You" and "Your": means:
(a) an insurer, compensator or their third party administrator and claimants / claimant lawyers or other organisation of a similar nature authorised by Portal Co to access and use the Portal; or
(b) any other individual or organisation who Portal Co has agreed is permitted to access the Portal,
accessing the Portal in accordance with these General Conditions of Use;
"Charges" : has the meaning given to it in Condition ;
"Civil Procedure Rules" : means the procedural code relating to the conduct of civil litigation in England and Wales issued by the UK Ministry of Justice;
"Claims" : means claims made under and subject to the Pre-Acton Protocol for Low Value Personal Injury Claims in Road Traffic Accidents and the Pre-Action Protocol for Low Value Personal Injury (Employers' Liability and Public Liability) and related rules as may be established and amended from time to time by Parliament through the Ministry of Justice;
"Claimant" : means an individual who is the subject of a Claim and whose details may be submitted between Authorised Users via the Portal;
"Claims Data" : means such information about a Claim as submitted via the Portal by an Authorised User via the web based browser application or by A2A (as applicable) from time to time and which may include Claimant personal data;
and "Communicate" : means electronic communication via the Portal between Authorised Users solely in respect of the processing of Claims and involves an Authorised User submitting Claims Data via the Portal;
"Confidential Information" : means all information which is marked or designated confidential or should otherwise be considered confidential due to its nature which is disclosed by one party to the other in connection with these General Conditions of Use whether before or after the date of signature of these General Conditions of Use in respect of the disclosing party and its business and operations whether in writing, orally or by other means (including but not limited to commercial, financial, technical or other documents, software, the API (as defined in Schedule 1), know-how, information relating to licensors, suppliers and subcontractors and all messages, instructions, Claimant Data and information passed or transmitted via the Portal);
“Data Protection Regulations” : means the Data Protection Act 1998 ("DPA 1998" the Privacy and Electronic Communications (EC Directive) Regulations 2003, the EU Data Protection Directive 95/46/EC, the Privacy and Electronic Communications Directive 2002/58/EC, the Regulation of Investigatory Powers Act 2000 and all other applicable laws, regulations and codes of practice relating to the processing of personal data or sensitive personal data (as defined under the DPA 1998) or relating to privacy under any jurisdiction applicable to these terms and conditions as the same may be amended, modified or replaced from time to time;
"Good Industry Practice" : means those practices which, according to a suitably qualified person with reasonable experience of the relevant industry (which, for the avoidance of doubt, shall mean the software associated services industry), comprise generally accepted good practices in the relevant industry;
“Group” : has the meaning given to it in section 1159 of the Companies Act 2006;
"Helpdesk" : means the Authorised User support line for assistance with technical problems relating to use of the Portal which is available from the Web Page;
“Identification Details” : means the unique user name, and password required for an Authorised User to access and use the Portal;
“Portal” : means the Portal Co branded online application, including and / or other applications or software (as modified by Portal Co from time to time), which shall provide Authorised Users with web based browser and or A2A means with which to access and transmit the Claims Data as appropriate;
Appeals Committee" means a sub-committee of the Portal Co Board consisting of one board member from each of the two Portal user communities (the insurer/compensator community and the claimant representative community), such committee being formed for the purpose of deciding on appeals made pursuant to clause 16.3;
"Protocol" : means the 'Pre-action Protocol for Low Value Personal Injury Claims in Road Traffic Accidents' and the ‘Pre-action Protocol for Low Value Personal Injury (Employers’ Liability and Public Liability) Claims issued by the UK Ministry of Justice;
“Services” : means all the services necessary to enable the Authorised User to facilitate Communication through the Portal;
"User Guide" : means such system administrator user guide to the Portal as may be issued to You by Portal Co from time to time;
"Web Page(s)" : means www.claimsportal.org.uk or such other URLs as may be notified to Authorised Users by Portal Co from time to time, for the location of the web-Portal which gives web access to the Portal;
“We”, “Us” and “Our" : means Portal Co and any Group company that may be involved from time to time in connection with the provision of the Portal and the Services;
“Your System” : means the computer system (including hardware and software) used by an Authorised User to access the Portal and, in the case of access by A2A users, 'Your System' includes your User Interface (as defined in schedule 1).
By using the Portal You agree, as an Authorised User, that You will have gained access to the Portal by receiving Portal Co registration services through the Web Page and that:
You have read and have agreed to be bound by these General Conditions of Use;
You represent and warrant that you have the authority and capacity to enter into this agreement;
You represent and warrant on a continuing basis that You and Your organisation are authorised and regulated by the relevant regulator (if applicable), and have all the necessary permissions to provide Your services to Claimants as appropriate;
the licenses herein are defined by the terms of these General Conditions of Use;
You will be primarily responsible for compliance with all anti-money laundering regulations in respect of Claimants on whose behalf You Communicate;
You will not permit any person who is not an Authorised User to access or use the Portal through Your System;
You will not access the Portal from another country if it is not permissible to do so in that country, and acknowledge that it is Your responsibility to check the legal position in other countries;
You agree that all information given as part of the registration process to gain such access and use such rights as are granted in these General Conditions of Use is true and complete in all material aspects;
You shall keep Your own records of information submitted and received by You via the Portal relating to Claimants and You shall not rely on the Portal for any data storage purposes or use or rely on it as a case management system;
electronic mail is not encrypted. As an Authorised User, You acknowledge that, without prejudice to Condition (in respect of Communications (via the Portal)), the use of electronic communications generally (for example, for administrative purposes to contact Portal Co or the Helpdesk) is not a completely reliable or secure method of communication;
You are responsible for employing reasonable information technology related competency, skill and knowledge in using the Portal. Portal Co shall not be liable for such losses as may arise from a failure by an Authorised User in this respect;
Portal Co makes no representation or warranty as to the completeness or correctness of the information on the Portal. Subject to the provisions of Condition 12, Portal Co will not accept liability for any claims by Authorised Users or Claimants for damages or loss arising from inaccurate records kept by Authorised Users. You are at all times responsible for informing Portal Co of any errors or omissions in, or caused by, Your use of the Portal immediately after You become aware of them;
We shall use reasonable skill and care and Good Industry Practice in delivering the Portal and the Services. However, Portal Co makes no representation or warranty that the Portal is compliant with the Civil Procedure Rules. By using the Portal You are deemed to have satisfied Yourself as to the suitability and compliance of the Portal;
You have or will obtain any necessary consent from Claimants before entering Claimant Data onto the Portal in accordance with the Data Protection Regulations to enable You to Communicate relating to their Claims via the Portal. Portal Co will comply with its own obligations in respect of data protection pursuant to clause 11.4. However, You acknowledge that You are the data controller in relation to any data you submit via the Portal and that You will comply with Your own obligations under the Data Protection Regulations;
if you are using the Portal as a Claimant representative that you have all requisite authority to act on behalf of such Claimant in relation to their Claim;
You will use the Portal only:
(i) for the purpose of Communicating in accordance with the Protocol and the Civil Procedure Rules; and
(ii) in accordance with all applicable laws, these General Conditions of Use and the User Guide;
You are responsible for checking the Web Page for announcements made by Us relating to changes to the Portal, the Services and or to these General Conditions of Use (including the User Guide) ("Changes") and for ensuring Your own compliance and that of Your System, at Your cost, with such Changes. We will provide You with reasonable guidance on the implementation of Changes;
Queries relating to the standard functionality of, and access to, the Portal may be directed to the Helpdesk; the service availability hours for which are as described on the Web Page. However, You are responsible for ensuring Your own compliance with the process relating to Claims set out in the Civil Procedure Rules and the Protocol. The Helpdesk will not advise You on any such issues relating to compliance with the legal processes;
If You require "Additional Support", then We reserve the right to charge You for such support at the rates displayed on the Web Page from time to time. For these purposes, "Additional Support" shall mean technical support additional to or outside the scope of that described in clauses 2.1(q), 2.1(r) and in the case of A2A user access only, to paragraph 4.3 of Schedule 1 (regarding initial integration support to new A2A users) including, for example: additional integration support for Changes; responding to ad hoc queries relating to functionality that is not part of the then current functionality of the Portal; and support relating to initial integration of new A2A users that is additional to the two man days described in Schedule 1. You will not use the Portal to engage in any conduct that could have or could reasonably be expected to have a detrimental effect on the reputation of the Portal or of Portal Co;
To the extent that We use sub-contractors to provide the Portal and manage the Services, You agree to co-operate with Us and with such third parties in good faith as necessary in order for You to gain access to the Portal, receive the Services and comply with your obligations under these General Conditions of Use;
You will not do anything which will or might damage, interfere with, disrupt access to, interrupt or impair the functionality of the Portal; and
You acknowledge that any breach of these General Conditions of Use could impact negatively on the operation of the Portal.
The Portal currently enables an Authorised User to Communicate electronically pursuant to the Civil Procedure Rules. Further enhancements to the Portal may be introduced in the future which will also be governed by these General Conditions of Use.
If requested by reasonable notice in writing from Portal Co, Authorised Users shall at their own cost provide Portal Co with such assistance as is reasonable to allow Portal Co to conduct user acceptance testing of changes to the Portal.
Nothing contained on the Portal Constitutes or is intended as a recommendation or as advice or an advertisement, inducement or offer of any kind.
Operation of the Portal
Portal Co aims for access to the Portal to be available for use between the service availability hours described on the Web Page. However, the Portal may be temporarily unavailable for a number of reasons, including routine planned and emergency maintenance and change management, excess demand for the Portal, failure of the Internet, misuse of the Portal by Authorised Users and circumstances beyond the control of Portal Co. We do not warrant that the Portal will be available at all times but we will use reasonable endeavours to keep downtime to a minimum including by enforcement of the detailed service level agreement in place between Portal Co and the third party provider of the Portal.
Portal Co may amend, extend, suspend or withdraw any online facility available through the Portal for whatever reason at any time (for example, in order to protect the Portal or Authorised Users or for the reasons described in clause 4.1). However, we shall use reasonable endeavours without breaching any applicable laws or regulations that govern the operation of the Portal to notify the Authorised User of our intentions and the reasons for our intentions where practical to do so.
We shall not have any liability to an Authorised User for any non availability or interruption in the operation of the Portal or for any failure or delay of a communication which is beyond our direct and reasonable control. Just as with the conventional email system, it is Your responsibility to ensure that any communications are sent in sufficient time to be received within any deadlines.
General Grant of Right of Use
Subject to Condition , Portal Co grants the Authorised User a revocable, non-exclusive and non-transferable right to use web browser based access to use the Portal in accordance with, and for the purposes set out in, these General Conditions of Use until such time as this agreement is suspended or terminated by a party pursuant to Condition .
If an Authorised User requires A2A access to the Portal then such access is granted pursuant and subject to the terms in Schedule 1 of this Agreement and is governed by those terms in addition to the remaining terms of this Agreement.
Your Responsibilities as an Authorised User for Security
To enable the Authorised User to access and use the Portal, the Authorised User must correctly identify itself using the Identification Details.
An Authorised User will be offered a limited number of attempts to enter their Identification Details correctly. If this information is entered incorrectly on the limited number of attempts permitted, the Authorised User’s rights to use the Portal may be temporarily suspended and their account temporarily disabled by Portal Co.
Authorised Users must keep the Identification Details secure and not disclose them to anyone who is not authorised to use them on Your behalf. If You believe that someone else has obtained possession of any of the Identification Details You should immediately contact the Helpdesk.
As an Authorised User You are responsible for all use made of the Portal under the Identification Details. In addition, any client management system used as part of Your System to facilitate access to the Portal must maintain the Identification Details in a secure manner. As such You should take adequate precautions, ensuring that:
only You are able to access the Portal and You comply with all security procedures notified to You from time to time;
all the Identification Details are kept in a secure place;
You do not disclose any or all of the Identification Details to any other person except as may be necessary and on a need to know basis only to Your system administrator (who may keep a secure record of the same);
You do not save the Identification Details on to Your PC or write them down;
You do not leave Your PC unsecured while You are connected to the Portal;
You do not use the Portal from any computer connected to a local area network without first making sure that no-one else will be able to observe or copy any of the Identification Details or gain access to the Portal purporting to be You and that You do not access the Portal from an unsecured network; and
You do not allow any third party, whether on your behalf or otherwise, to implement any hub that establishes links between Authorised Users or submits or retrieves claim notification forms or other messages via the Portal on behalf of more than one Authorised User simultaneously with the aim of replacing and/or mirroring all or part of the functionalities of the Portal and neither will You facilitate any third party in so doing.
Communications made by Authorised Users through the Portal
You agree that Portal Co is entitled to rely on the use of the Identification Details as adequate identification of You or persons authorised to use the Portal on Your behalf.
Portal Co is entitled to act or refrain from acting in reliance on electronic messages given using the Portal in conjunction with the Identification Details without obtaining any further written or other confirmation, even if those messages are not actually given or authorised by You, and shall have no liability for so acting or refraining to act, subject to the provisions of Condition (Limitation of Liability).
We shall take reasonable steps to ensure that Communications are secure, including the use of encryption and compliance with the software security rules in ISO 27001.
Portal Co does not accept any responsibility if information which an Authorised User has requested be sent to them by facsimile, telephone or email is intercepted, redirected, copied, corrupted or read by unauthorised third parties.
Before choosing to use the Portal an Authorised User should ensure that they have the appropriate equipment and computer capabilities sufficient for the purpose. You are responsible for ensuring that Your System is compatible with the Portal. Additional conditions applicable to Your System for A2A access to the Portal are set out in Schedule 1.
You are responsible for applying good industry practice to ensure that Your System is free of any computer virus or other harmful code and adequately maintained in every way. Portal Co will not accept any message or instruction that You send using the Portal if the message or instruction contains a computer virus or other harmful code and these will be deleted. If such a message is falsely transmitted because of a breach of this Condition by You, then You shall be fully liable for any resulting loss and shall indemnify Portal Co and its Affiliates for any resulting loss suffered by them.
You are responsible for any third party service (including but not limited to 'internet service providers') through which You access the Portal, including compliance with any terms and conditions applicable to, and payment of any charges connected with, any such service.
If as an Authorised User You access the Portal from a country outside the United Kingdom, or any country which limits electronic communications of the kind contained in the Portal, You are responsible for complying with the local laws of that country and agree that You will indemnify Portal Co against any loss which it may suffer as a result of Your failure to comply with this obligation.
You shall allow Us or our appointed agents access to any of Your premises, relevant records, personnel, equipment and systems (including Your System) as may be reasonably required by Us in order that we can verify Your compliance with this Agreement. We will use reasonable endeavours to minimise any disruption to Your business during conduct of an audit and We will provide You with at least 5 business days written notice of an audit unless such audit is conducted in respect of a suspected fraud or material breach of these General Conditions of Use in which event no notice shall be required.
Relationship with Third Parties
Each Authorised User is responsible for the information and services it makes available through the Portal. We make no representation or warranty, whether express or implied as to its accuracy or completeness, or fitness for any purpose.
Portal Co does not accept any responsibility and will not be liable for the performance of any third party with whom You engage in Communication regardless of whether any contract is made with such party via the Portal.
Services Quality: recording calls and electronic messages from Authorised Users
In order to provide the support and administration services for the Portal and to ensure quality control and training, and to help resolve any disputes:
(a) Portal Co may record phone conversations with You, and keep such recordings for a reasonable period of time;
(b) Portal Co will keep a record of all communications and messages sent by You to the Helpdesk;
(c) Portal Co may retain such records for the purpose of using the same in evidence in the event of a dispute in relation to Your instructions; and
(d) Portal Co may monitor calls or messages to it in order to assess and improve the quality of the Portal.
Data Retention and Use of any Data Collected about Claimants and Authorised Users
We shall process data submitted to Us in the manner detailed in this Condition .
Use of the Portal may involve the collection of limited information about Claimants and Authorised Users to the extent necessary, and in accordance with Condition , in order:
to deal with any enquiry relating to use of the Portal;
to administer and /or manage our relationship with You;
to conduct quality assurance and compliance monitoring;
to audit and analyse how parts of the Portal are used; and
to conduct such investigations as may be required to protect the reputation of the Portal; and
to comply with an enquiry from the Ministry of Justice or other relevant regulatory body.
The Data Protection Regulations provide protection to individuals by governing, amongst other things, the way in which personal data is held and used. Individuals are also afforded rights of access to such information held about them.
Portal Co will process personal information submitted though the Portal in accordance with the Data Protection Regulations.
By using the Portal You agree that Portal Co or its Affiliates may:
keep personal details which You or others give it and any information that it accesses from Your System on a database, and use such information to provide the Portal services and for administrative and security purposes; and
disclose information concerning You as an Authorised User to any person with legal, administrative or regulatory power over Portal Co or its Affiliates.
We will not disclose any personal data to any entity that is located in a country that does not have similar protections to the Data Protection Regulations.
Claims Data submitted via the Portal will be retained by the Portal for the minimum period of time necessary in order to process the Claim and then shall be deleted securely.
Portal Co acknowledges that the Authorised User's data (including any Claims Data) is the property of the Authorised User and the Authorised User reserves all intellectual property rights which may, at any time, subsist in such data.
Neither Portal Co nor any Affiliates will use any data collected through the Portal for marketing or sales purposes or any other commercial purpose.
Claims, Settlements and Commission
The Portal facilitates the process for settlement of Claims but Portal Co is not liable to Authorised Users or to Claimants for any amounts agreed in respect of settled Claims or for any fees or commissions due to Authorised Users from another party.
Portal Licence Fee
It is Portal Co's intention to apply a charge to be met by Authorised Users in consideration for their use of the Portal. Such charge would be to cover Portal Co's costs in delivering the Portal and related services only and not to create any profit for Portal Co. We therefore reserve the right to charge an Authorised User in consideration of the licenses and services provided under this agreement at a time to be notified by Us to You in the future. You acknowledge and agree that such charge may be implemented and then revised from time to time, but no more frequently than once per annum, upon Portal Co giving You written notice of at least three (3) calendar months in advance of the first date upon which the new or revised charges (as applicable) (the "Charges") are to apply.
We reserve the right to apply and receive the Charges referred to in Condition by such method as we deem reasonably appropriate including via a third party agent or Affiliate.
Limitation of Liability and Indemnity
Except as expressly set out in these terms all conditions, warranties and representations whether express or implied by statute, common law or otherwise in relation to the use of the Portal by an Authorised User in accordance with these General Conditions of Use, are excluded to the full extent permitted by law.
Subject to the provisions in Condition 14.4 below neither Portal Co nor its directors, officers, employees, licensors and agents shall be liable to an Authorised User in contract, tort (including negligence or breach of statutory duty) or otherwise for any of the following losses or damages whether direct or indirect arising out of or in connection with the use of the Portal or otherwise in connection with these terms:
resulting from any use of the Portal that is not authorised pursuant to these General Conditions of Use;
loss arising due to a failure by You to upgrade and maintain Your System and keep it compliant with the requirements in these General Conditions of Use; or
any indirect, special or consequential loss or damage howsoever caused even if We were advised of the possibility of such losses or damage in advance.
Portal Co shall not be liable for any defects in any network, direct or indirect failure of any power supplies, equipment, data processing and communication systems or transmission links outside their control (including any middleware implemented by an Authorised User or a third party on behalf of an Authorised User).
Portal Co does not exclude or restrict its liability for death or personal injury arising as a result of its negligence or fraud (including fraudulent misrepresentation) or to the extent such liability cannot be excluded or restricted by financial services legislation or any applicable laws and regulations.
Subject to Condition 14.4 Our entire liability to the Authorised User arising out of its use of the Portal or otherwise in connection with these General Conditions of Use whether in contract, tort (including negligence or breach of statutory duty) or otherwise shall not exceed the greater of £100,000 (one hundred thousand pounds) or a multiple of two times the Charges per annum regardless of the number of events giving rise to the liability.
Save as required by law or as otherwise provided in these General Conditions of Use, Portal Co will not be responsible for any errors, failures, delays or distortions in transmission of information or during Communications (including Claimant Data), save to the extent that any such liability is caused by Our negligence or breach of these terms.
As an Authorised User, You agree to indemnify Portal Co and its directors, officers, employees, licensors and agents against any losses, claims, liabilities in full and on demand against any and all reasonable costs, claims demands expenses liabilities, fees (including those of Our legal and other professional advisers) or losses or damage suffered (including damage or loss suffered from viruses or harmful code) of whatever nature arising out of or in connection with:
The misuse or loss by You of the Identification Details;
abuse or misuse by You of the Portal in any form;
any breach by You of these General Conditions of Use;
Your failure to comply with the Data Protection Regulations and/or any applicable laws; and
You processing Claims Data outside the UK,
save to the extent that any such liability is caused by Our breach of these terms or Our negligence.
Confidentiality and Intellectual Property
All Confidential Information disclosed by one party to the other party under these General Conditions of Use or passed or transmitted via the Portal shall be kept secret by the receiving party and shall be used by the receiving party only for purposes contemplated in these General Conditions of Use. The receiving party agrees that it will not reveal, publish or otherwise disclose the Confidential Information of the disclosing party to any third party without the prior written consent of the disclosing party, except that each party may disclose Confidential Information to its Affiliates, agents and professional advisers or as necessary in the performance of the Agreement or operation of the Portal and to comply with any requirement of the courts, police or regulatory entity requiring such disclosure.
The foregoing obligations shall not apply to Confidential Information to the extent that it can be shown:
to be publicly available at the time of its disclosure or to have become publicly available thereafter other than as a result of a breach of this Agreement by the receiving party; or
to have become available to the receiving party from a source other than the disclosing party, which source is not bound by any duty of confidentiality owed in relation to such Confidential Information.
The Authorised User shall not use the name, trademark or logo of Portal Co or any Affiliate in any publicly issued documents or information, without the prior written consent of Portal Co or the relevant Affiliate.
All intellectual property rights (IPRs) in the Portal are either owned by or licensed to Portal Co and nothing herein shall constitute an assignment, transfer or vesting of such IPRs in any Authorised User. You shall not do anything that may be considered an infringement of the IPRs owned by and/or licensed to us as set out herein.
Suspension and Termination of Authorised Users
Termination by Portal Co
In the event that Portal Co knows or has reasonable grounds to suspect that an Authorised User has committed or is intending to commit a material breach of these General Conditions of Use (a "breach") Portal Co may, in its discretion, suspend or terminate the Authorised User's use of the Portal:
(i) immediately without notification to the Authorised User where such suspension or termination is reasonably required in order to protect the Portal and the Services or where the breach is not capable of remedy or the breach is so serious or significant as to justify, acting reasonably, immediate suspension or termination provided that Portal Co shall notify the Authorised User of such suspension or termination as soon as reasonably practicable thereafter; or
(ii) if Portal Co notifies an Authorised User in writing that it knows or has reasonable grounds to suspect that an Authorised User has committed a breach or is intending to commit a breach and requiring the breach be remedied within a defined period and if such Authorised User does not remedy the breach within that period.
Following any suspension as detailed in Condition 16.1 the parties shall in good faith attempt to resolve the breach save that if following such consultation Portal Co is not satisfied, acting reasonably, that the Authorised User will use the Portal in accordance with the General Conditions of Use then Portal Co shall be entitled to terminate the Authorised User's access to the Portal subject to Condition .
At any point prior to notice of termination having been given in writing by Portal Co to the Authorised User or within 7 working days of such notice being given the Authorised User may submit an appeal in writing addressed to the Portal Co Appeals Committee in respect of any likely or actual termination of this Agreement. The appeal must contain adequate information for the matter to be properly assessed and must be submitted via the Helpdesk. The Portal Co Appeals Committee will give reasonable consideration to the facts of the appeal and will notify the Authorised User of its final decision in writing within 7 working days of receipt of the appeal. This appeals process is without prejudice to Condition (Governing Law and Jurisdiction).
Portal Co may terminate this Agreement, by giving three (3) calendar months’ prior written notice.
Portal Co may terminate this Agreement forthwith in the event of any change in applicable law or court order or threatened court order or proceedings or threat of proceedings that materially impairs Portal Co’s ability to provide the licenses, services or access described in this Agreement.
Termination by Authorised Users
The Authorised User may terminate its use of the Portal with immediate effect by giving Portal Co written notice by email only addressed to the Helpdesk.
In the event of such notice being served this will not affect any data including Claimant Data that has already been submitted via the Portal by that Authorised User.
On termination the Authorised User shall cease all further access to the Portal.
Consequences of Termination
Following termination or expiry of this agreement:
The parties shall return to each other or, in the case of data held electronically, destroy all Confidential Information received by a party that belongs to the other party including, in respect of A2A Portal use, the API (as defined in Schedule 1);
The parties shall co-operate in good faith to agree and comply with an exit plan detailing the practical arrangements which are necessary and reasonable in the circumstances to close the user's Portal account (including, for example, in respect of such limited access as may be required to download relevant Communications in the Portal that have not yet been received by a party due to termination); and
All amounts outstanding from You in respect of Services delivered under these General Conditions of Use shall become immediately due and payable,
subject, in respect of clauses 16.9 and 16.9 , to Our obligations in respect of data retention.
Portal Co represents and warrants that it has procured disaster recovery and business continuity plans in respect of the Portal and that Portal Co will use reasonable endeavours to ensure that these plans are implemented and enforced if applicable. However, no party to these General Conditions of Use will be liable to any other for a delay in performing obligations or for failure to perform any of its obligations under these General Conditions of Use to the extent to which this is caused by any event beyond its reasonable control including, without limitation, strikes, labour disputes, natural disasters, war, riot, vandalism, terrorism, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction or any overriding emergency procedures, fire, flood and storm.
Assignment and Subcontracting
The Authorised User shall not assign, sub-contract or transfer any of its rights or obligations under this agreement without the prior written consent of Portal Co, such consent not to be unreasonably withheld. Portal Co may assign or transfer all or part of its rights and obligations under this agreement to another company.
Portal Co may sub-contract certain aspects of the provision of the Portal but shall retain primary liability, and remain the sole entity primarily liable to Authorised Users, for the Portal. All claims by an Authorised User under these General Conditions of Use should be made directly to Portal Co using the email address displayed on the Web Page.
Portal Co may change these General Conditions of Use from time to time. Such changes will be notified to You via the Web Page and at Your [next] log-in and You will be required to click to accept the amended General Conditions of Use at the point of log-in in order to continue Your use of the Portal.
Portal Co shall give Authorised Users such notice (via announcements on the Web Page) of any material changes to the General Conditions of Use and or the Portal or Services as Portal Co deems adequate to allow Authorised Users to implement such changes as may be necessary to ensure their compliance.
No conduct or delay by Portal Co in exercising a right or remedy shall be taken as a waiver or variation of any of its rights or remedies unless We waive or vary such right in writing. No waiver or variation on a particular occasion will operate as a waiver or variation of any rights or remedies in respect of any other matter.
If any of the provisions of these General Conditions of Use is held invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions in these General Conditions of use shall continue in full force and effect as if they had been executed with the invalid provision eliminated.
Nothing in these Terms and Conditions shall confer or is intended to confer on any third party any benefit or the right to enforce any terms contained herein for the purposes of the Contracts (Rights of Third Parties) Act 1999.
Nothing in these General Conditions of Use should be construed as indicating or giving rise to a joint venture or partnership.
Nothing in this agreement will require either party to be in breach of law.
These General Conditions of Use and any documents referred to in them constitute the entire agreement between the parties and supersede all previous drafts, agreements, arrangements and understandings between the parties, whether written or oral, relating to its subject matter. Each party acknowledges that, in agreeing to these General Conditions of Use, it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently). other than as expressly set out herein.
GoverningLaw And Jurisdiction
These General Conditions of Use shall be subject to and construed in accordance with the law of England and Wales, and the English courts shall have exclusive jurisdiction to settle any dispute arising under these terms.
A2A User Terms
The terms and conditions in this Schedule apply to any A2A related access by an Authorised User to the Portal and apply to such A2A access in addition to the terms in the front end of the General Conditions of Use.
For the purposes of this Schedule, the following capitalised words and expressions have particular meanings, as follows:
"API" means the application user interface specification published for the Portal as issued by Portal Co to the Authorised User from time to time in such form as Portal Co may decide;
"User Interface" means Your custom user interface that allows You to connect to the API and which is installed on Your System;
In addition to the confirmations in Condition 2 of the General Conditions of Use, You agree as an Authorised User that You have no rights, other than those described in paragraph 3 of this Schedule, to use the API and You expressly agree not to modify, translate, adapt, reverse engineer, decompile or disassemble the source code and or object code comprising the Portal.
3.Permission to use the API and the User Interface
Permission to access the API
3.1 Subject to these General Conditions of Use, Portal Co grants the Authorised User a revocable, non-exclusive, non-transferable right (without the right to sublicense this right) to download and or receive the API for all or any of the following purposes:
3.1.1 the development and testing of the User Interface; and
3.1.2 connecting to the Portal through the User Interface,
provided, however, that Portal Co reserves the right to revoke the licenses at paragraphs 3.1 and 3.2 if an Authorised User fails to comply with these General Conditions of Use.
Permission to use the User Interface to access the Portal
3.2 Subject to the terms in these General Conditions of Use Portal Co grants and the Authorised User accepts a revocable, non exclusive and non transferable licence to use the rights and licences granted by Portal Co for the purpose of providing and obtaining access to the Portal and any test or development versions thereof.
4 Your System
4.1 Pursuant to Condition 8, as of the date on which you agree to these General Conditions of Use, You represent and warrant that the User Interface You have developed conforms to the API. On the basis of such representation and warranty We grant you permission to use the User Interface to connect to the Portal on the licence terms herein subject to the remaining provisions of this paragraph 4 of Schedule 1. You are responsible for ensuring on an ongoing basis that Your System is compatible with the Portal and with such technical specification as We may issue to you relating to system interoperability in order for Your System to obtain or maintain Our approval.
4.2 You agree and understand that, throughout the term of these General Conditions of Use (including the User Guide), Portal Co, its licensors or Persons working on its behalf, may change, modify, enhance or replace the Portal, the API or other related systems in a way that impacts Your User Interface ("Changes"). Portal Co agrees to use reasonable efforts to provide You with reasonable notice of these Changes. You shall bear the sole responsibility and expense of making any changes to Your User Interface that are necessary as a result of these Changes. You agree to implement any changes required and described by written notice from Portal Co in the manner and within the time limits provided for in any such notice and in accordance with the testing and conformance requirements in paragraph 2 of Annex A to this Schedule.
4.3 We offer a maximum of two 'man days' (7 hours per day) of technical support to new A2A Authorised Users registering to access the Portal to assist You with initial set-up and integration of Your System with the Portal during the phase in which Your System is in the production environment or the integration test site only at no cost to You. If you require any further technical support relating to integration or set up this will be regarded as Additional Support (as defined in clause 2.1(s)) and we reserve the right to charge You for such support in accordance with clause 2.1(s).
1. System Administration. Portal Co will provide You with valid user accounts for the Your dedicated use during any conformance related development testing described below.
2. User Interface Conformance
An Authorised User must successfully complete all tests required by Portal Co on an updated or modified version of the User Interface including in respect of any Changes pursuant to Condition 8 and paragraph 4 of this Schedule 1.
Once an Authorised User has successfully completed any required testing it shall confirm that it has done so and that the User Interface conforms to the API by notice in writing to Portal Co by email to the Helpdesk.
Upon written notice from Portal Co, the Authorised User must successfully complete any additional testing that Portal Co requires whether relating to a Change or not.