By clicking “Accept” you agree to the terms set out below.

1. Definitions

2. Term

2.1. This Agreement comes into force on the Effective Date and continues in force until the earlier of:

2.1.1. Expiry of your Subscription Plan; and

2.1.2. Termination in accordance with Clause 13 or any other provision of this Agreement

(the “Term”).

3. Access to the Hosted Services

3.1. We grant you, and your End Users, the right to use the Hosted Services by means of a Supported Web Browser during the Term, provided that you comply with the terms of this Agreement.

3.2. We will make available a facility to permit you to add an account for each End User.

4. Maintenance

4.1. We will use our reasonable efforts to maintain the Hosted Services and to fix errors or vulnerabilities in the Hosted Services.

4.2. We will, where practicable, give you at least 5 Business Days’ prior notice (which may include notice by email or by a statement on the Hosted Services) of scheduled maintenance services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services.

5. Supported services

5.1. We will provide you with the Support Services during the Term.

5.2. We will use reasonable skill and care in providing the Support Services.

5.3. You must, and must procure that your End Users must, co-operate with us, and provide, in a timely manner, any information as we may reasonably require to provide the Support Services.

5.4. We provide the following support to you, and your End Users, in respect of the use or operation of the Hosted Services:

5.4.1. triaging and responding to support requests;

5.4.2. raising problem tickets for assignment to our software engineers or hosting partners;

5.4.3. providing diagnostics and production of solutions or workarounds for given support requests;

5.4.4. communicating with you about the status of support requests;

5.4.5. gathering relevant information; and

5.4.6. providing Resolutions.

5.5. Our support Services do not cover any support not described in clause 5.4, including any support relating to:

5.5.1. your or your End Users’ hardware, operating system or other software;

5.5.2. your or your End Users’ network or Internet connectivity;

5.5.3. issues relating to CRD IV or Solvency II reporting obligations, source data mapping, interpretation of templates, business rules, XII Formula or other advice pertaining to regulatory submission processes.

5.6. If you want support outside the scope of the Support Services, let us know, and we can prepare a quote.

5.7. You and your End Users can request Support Services by telephone or email during the Normal Support Hours, and we will respond promptly to these requests.

6. Availability and downtime

6.1. We will use reasonable efforts to maintain the availability of the Hosted Services, but we do not guarantee 100% availability.

7. Our obligations to you

7.1. We warrant that:

7.1.1. we will comply with all applicable legal and regulatory requirements applying to the exercise of our rights and the fulfilment of our obligations under this Agreement;

7.1.2. we have, or have access to, all necessary know-how, expertise and experience to perform our obligations under this Agreement; and

7.1.3. the Hosted Services will incorporate security features reflecting the requirements of good industry practice.

7.2. For each taxonomy available in the Hosted Services, we will support:

7.2.1. the current version for the current remittance period of that taxonomy; and

7.2.2. the version which immediately preceded it.

7.3. Except as expressly set out in this Agreement, all other conditions, warranties or other terms which might have effect between you and us or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are excluded by us to the extent permitted by law, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

8. Your obligations

8.1. If the Subscription Plan imposes Usage Limits, you must not, and must procure that your End Users do not, exceed those Usage Limits.

8.2. You must not, and must procure that your End Users do not, without our express written permission:

8.2.1. permit any unauthorised person to access or use the Hosted Services;

8.2.2. use the Hosted Services to provide services to third parties; or

8.2.3. make, or attempt to make, any alteration to the Hosted Services.

8.3. You must not, and must procure that your End Users do not:

8.3.1. attempt to disrupt or damage the Hosted Services or any data stored on the Hosted Services;

8.3.2. use the Hosted Services in any way that is unlawful, illegal, fraudulent or harmful; or

8.3.3. post anything to the Hosted Services which is unlawful, illegal, fraudulent or harmful, or connected with such a purpose or activity.

8.4. If we consider you, any End User or any content to be in breach of this Clause 8 we may suspend that End User’s account, delete the content or both.

8.5. You warrant that any data stored by you or your End Users in the Hosted Services will not infringe the intellectual property rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

9. Your and your End Users’ data

9.1. Except where required or permitted by this Agreement or by law, we shall not:

9.1.1. use your User Data, nor reproduce it in whole or in part in any form;

9.1.2. disclose your User Data to any third party other than a third party sub-contracted by us to support in the performance of our obligations under this Agreement; or

9.1.3. alter, delete, add to or otherwise interfere with your User Data.

9.2. You grant us, and procure that your End Users grant us, a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate any data stored by you or your End Users in the Hosted Services, together with the right to sub-license these rights to our hosting, connectivity and telecommunications service providers, in all cases to the extent reasonably required for the performance of our obligations and the exercise of our rights under this Agreement.

9.3. Clause 9.2 survives termination of this Agreement.

10. Charges and Payments

10.1. You must pay the Charges in accordance with the Subscription Plan.

10.2. All amounts stated in or in relation to this Agreement are stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by you to us.

10.3. If you do not pay any amount due under this Agreement, we may:

10.3.1. charge you interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or

10.3.2. claim interest and statutory compensation from you pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

10.4. This clause survives termination of this Agreement.

11. Suspending services

11.1. We may suspend your, or your End Users’, access to the Hosted Services and decline to provide the Support Services, if:

11.1.1. you are in breach of any of your obligations under this Agreement; or

11.1.2. any amount due to be paid by you under this Agreement is overdue by more than 10 Business Days.

12. Liability

12.1. We are not liable for:

12.1.1. any problems, issues and/or errors caused by the act or omission of a third party, including a fault or failure of the Internet or any public telecommunications network;

12.1.2. a fault or failure of your, or your End Users’, computer systems, software, networks or connectivity;

12.1.3. scheduled maintenance services carried out in accordance with this Agreement;

12.1.4. any delay or failure to comply with our obligations under this Agreement if the failure results from your or any of your End Users’, or any third party’s, delay or failure to perform any obligation; or

12.1.5. any losses arising out of a Force Majeure Event.

12.2. Nothing in this Agreement limits or excludes either party’s liability for death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; or any other liability which cannot be limited or excluded by applicable law.

12.3. Save as provided in Clause 12.2, we will not be liable to you in contract, tort (including negligence), for breach of statutory duty or otherwise, arising in connection with this Agreement for any loss of profits; loss of revenue, sales or business; loss of agreements or contracts; loss of anticipated savings; loss of or damage to goodwill; loss of use or corruption of software, data or information; or any special, incidental, indirect or consequential loss or damage whatsoever, even if we have been advised of, or were or should have been aware of, the possibility of such loss or damage.

12.4. Subject to Clause 12.2, our total liability to you in respect of all claims (connected or unconnected) under this Agreement will be limited to the sum paid by you in the 12 months preceding the date of the first claim.

12.5. This clause survives termination of this Agreement.

13. Modifying and terminating this agreement

13.1. We may modify this Agreement, by giving you at least 30 days’ notice. If you do not agree to the modification, you may terminate on notice within this period. You may not modify this Agreement without obtaining our agreement in writing.

13.2. Either party may terminate this Agreement at any time, without a reason, by giving the other party at least two months’ prior written notice.

13.3. You may terminate this agreement immediately by notice to us if we are in material breach of this Agreement and, for a breach that can be remedied, have failed to remedy it within 30 days of receiving notice.

13.4. We may terminate this Agreement immediately by notice to you if you are in material breach of this Agreement.

14. What happens on termination of this agreement

14.1. On termination of this Agreement, we will revoke your, and your End Users’, access to the Hosted Services. As such, before termination, you must download from the Hosted Services any data which you want to retain after termination.

14.2.This clause survives termination of this Agreement.

15. Confidentiality

15.1. If either party receives Confidential Information of the other party, the receiving party will

15.1.1. keep the Confidential Information strictly confidential;

15.1.2. not disclose the Confidential Information to any person without the other party’s prior written consent, and then only under conditions of confidentiality no less onerous than those contained in this Agreement;

15.1.3. use the same degree of care to protect the confidentiality of the Confidential Information as the receiving party uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care;

15.1.4. act in good faith at all times in relation to the Confidential Information; and

15.1.5. not use any of the Confidential Information for any purpose other than the purpose for which it is provided.

15.2. Notwithstanding Clause 15.1, the receiving party may disclose the Confidential Information to the receiving party’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information for the performance of their work with respect to the purpose for which it is provided and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information.

15.3. This Clause 15 imposes no obligations upon the receiving party with respect to Confidential Information that:

15.3.1. is known to the receiving party before disclosure under this Agreement and is not subject to any other obligation of confidentiality;

15.3.2. is or becomes publicly known through no act or default of the receiving party; or

15.3.3. is obtained by the receiving party from a third party in circumstances where the receiving party has no reason to believe that there has been a breach of an obligation of confidentiality.

15.4. The restrictions in this Clause 15 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the receiving party on any recognised stock exchange.

15.5. The provisions of this Clause 15 shall continue in force for a period of seven years following the termination of this Agreement, at the end of which period they will cease to have effect.

15.6. This clause survives termination of this Agreement.

16. Data protection

16.1. If you provide any Personal Data to us under this Agreement, you warrant that you have the legal right to do so, and that our processing of that Personal Data for the purposes for which you gave it to us will not breach any applicable data protection or data privacy laws.

16.2. If we process Personal Data disclosed by you, we will:

16.2.1. act only on your instructions or as expressly allowed by the provisions of this Clause 16 in relation to the processing of that Personal Data;

16.2.2. have in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of that Personal Data and against loss or corruption of that Personal Data; and

16.2.3. not transfer or permit the transfer of that Personal Data outside the European Economic Area without your prior written consent.

16.3. Email addresses and other online identifiers that may constitute Personal Data are processed for our own legitimate interests, in order to understand how the service is used and to support, secure and maintain it.

16.4. We may also send you promotional messages about new products, special offers or other information which we think you may find interesting using the email address which you have provided. Contact information will be handled in accordance with our private notice. If you wish to opt-out of such promotional messages please let us know by emailing [email protected].

17. Force Majeure Event

17.1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

17.2. A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:

17.2.1. promptly notify the other; and

17.2.2. inform the other of the period for which it is estimated that such failure or delay will continue.

17.3. A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

17.4. If the Force Majeure Event continues for more than ten (10) weeks, either party may terminate this Agreement immediately on written notice to the other.

18. Subcontracting

18.1. We may subcontract any of our obligations under this Agreement.

18.2. We remain responsible for the performance of any subcontracted obligations.

19. Notices

19.1. Where we are required to give you notice under this Agreement, we may do so by email to your registered email address, by placing a notice on the Hosted Services or in writing to any address which you have given to us.

19.2. You must give us notice by sending an email to [email protected].

19.3. Notice by email is deemed to have been given on receipt.

20. Dispute resolution

20.1. If there is any dispute or disagreement relating to either party’s rights or obligations under this Agreement, the parties will attempt to solve the dispute informally in the first instance.

20.2. If we cannot reach a resolution informally, the aggrieved party must notify the other party in writing of the nature of the dispute with as much detail as possible about the deficient performance of the other party. A senior representative of each of the parties must meet in person or communicate by phone (or other mutually agreeable communications mechanism) within 5 Business Days of the date of receipt of the written notification and attempt in good faith to reach an agreement about the nature of the deficiency and the corrective action to be taken by either or both parties.

20.3. If the dispute cannot be resolved within 5 Business Days of this meeting, either party may seek legal remedies as permitted under this Agreement.

20.4. This clause survives termination of this Agreement.

21. Anti-bribery

21.1. Both Parties shall:

21.1.1. comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;

21.1.2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; and

21.1.3. promptly report to the other Party any request or demand for any undue financial or other advantage of any kind received by that Party in connection with the performance of this Agreement.

21.2. Breach of this clause shall be deemed a material breach of this Agreement.

22. General

22.1. No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

22.2. If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

22.3. You may not assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement without our consent.

22.4. We may assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement without your consent.

22.5. This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

22.6. This Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

22.7. The construction, validity and performance of this Agreement and any dispute or collateral matter relating to its subject matter (including non-contractual disputes or claims) is governed by and construed in accordance with the laws of England.