Insurtech Platform (Trading name of Claim Technology) Platform Sign-Up & Terms

IPL PLATFORM SIGN-UP AND TERMS

Insurtech Platform a trading name of CTL (i.e. Claim Technology Limited, an English company number 10744798, with its registered office at Claim Technology Ltd, 25 Wilton Road, London, United Kingdom, SW1V 1LW) has developed certain software applications operating together as platform which it makes available to subscribers via the internet on a pay-per-use basis for the purpose of claims automation. Customer wishes to use IPL’s online platform in its business operations. IPL has agreed to provide and Customer has agreed to take and pay for IPL’s services subject to the terms and conditions set out below.  

All capitalised terms and rules of interpretation are set out in the last clause of the following terms.

The “agreement” between you and IPL is made up of the Commercial Terms and the following terms and conditions.

  • TERM
    1. This agreement between IPL and Customer shall start on the Start Date. 
    2. This agreement shall continue, unless otherwise terminated as provided in Clause 14, until the end of the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of one month (each a “Renewal Term”), unless:
      1. the Initial Subscription Terms ends without mutually signed Commercial Terms.
      2. either party notifies the other party of termination, in writing, at least 28 days before the end of the Initial Subscription Term or any Renewal Term, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Term; or
      3. otherwise terminated in accordance with the provisions of this agreement;

and the Initial Subscription Term together with any subsequent Renewal Terms shall constitute the “Subscription Term”.

  • USER SUBSCRIPTIONS 
    1. Subject to Customer purchasing the appropriate Plan and the User Subscriptions (including in accordance with Clause 3.3) and to Customer’s payments in accordance with Clause 9 and to the restrictions set out in this Clause 2 and the other terms and conditions of this agreement, IPL hereby grants to Customer a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to use the IPL Platform Services and the Documentation, within the scope of the Plan, during the Subscription Term solely:
      1. for Customer’s internal business operations; and
      2. for Customer to make available the benefits of the IPL Platform Services to its clients in accordance with the Documentation relevant to the Plan.
    2. In relation to the Authorised Users, Customer undertakes that:
      1. only Authorised Users who have been authorised to use the Admin Console shall use, or otherwise make use of, the Admin Console;
      2. the Customer and Authorised Users shall operate within the limitations of the Plan;
      3. the maximum number of Authorised Users that Customer authorises to access and use the IPL Platform Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
      4. the maximum number of Authorised Users that have been properly authorised to use the Admin Console shall not be exceeded;
      5. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the IPL Platform Services and/or Documentation;
      6. each Authorised User shall keep a secure password for his use of the IPL Platform Services and Documentation and each Authorised User shall keep his password confidential;
      7. it shall maintain within the Admin Console, an up-to-date list of current Authorised Users (which may be inspected by IPL at any time);
      8. it shall permit IPL or IPL’s designated auditor to audit:
        1. the use of the IPL Platform Services (for example, to establish the name and password of each Authorised User; to establish no multi-credential use; etc.); and
        2. IPL’s data processing facilities to audit compliance with this agreement.

Each such audit may be conducted no more than once per quarter, at IPL’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with Customer’s normal conduct of business;

      1. if any of the audits referred to in Clause 2.2.8 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to IPL’s other rights, Customer shall promptly disable such passwords and IPL shall not issue any new passwords to any such individual; and
      2. if any of the audits referred to in Clause 2.2.8 reveal that Customer has underpaid Subscription/Plan Fees (or other fees) to IPL, then without prejudice to IPL’s other rights, Customer shall pay to IPL an amount equal to such underpayment as calculated in accordance with the prices set out in the Commercial Terms within 10 Business Days of the date of the relevant audit.
    2. Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      2. facilitates illegal activity;
      3. depicts sexually explicit images;
      4. promotes unlawful violence;
      5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
      6. is otherwise illegal or causes damage or injury to any person or property;

and IPL reserves the right, without liability or prejudice to its other rights to Customer, to disable Customer’s access to any material that breaches the provisions of this Clause 2.3.

      1. Customer shall not (and shall not allow any person to):
        1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
          1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
          2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
        2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
        3. use the Services and/or Documentation to provide services to third parties save as described in the Documentation; or
        4. subject to Clause 16.7, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the IPL Platform Services and/or Documentation available to any third party except the Authorised Users, or
        5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Clause 2.
      2. Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify IPL.
      3. The rights provided under this Clause 2 are granted to Customer only, and shall not be considered granted to any subsidiary or holding company of Customer, save as may be set out expressly in the Commercial Terms.
  • ADDITIONAL USER SUBSCRIPTIONS 
      1. The Clause 3 applies in the event Customer has not purchased unlimited User Subscriptions.
      2. Subject to Clause 3.3, Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in the Commercial Terms (which will change the cost of the Subscription/Plan Fees) and IPL shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this agreement.
      3. If Customer wishes to purchase additional User Subscriptions, Customer shall update the relevant part of the Admin Console whereupon:
        1. Customer shall be liable for any increase in relevant fees and, IPL shall activate the additional User Subscriptions within 7 days of its approval of Customer’s request; and
        2. Customer shall pay any increased Subscription/Plan Fees in accordance with this agreement and, if such additional User Subscriptions are purchased by Customer part way through the Initial Subscription Term or any Renewal Term (as applicable), such fees shall be prorated from the date of activation by IPL for the remainder of the Initial Subscription Term or then current Renewal Term (as applicable).
  • SERVICES 
      1. IPL shall in consideration of any agreed fees in respect of Initial Services (set out in the Commercial Terms or otherwise agreed in writing between the parties)], provide Customer with the Initial Services during Normal Business Hours in accordance with IPL’s Initial Services Policy in effect at the time that the Initial Services are provided; and the same shall be provided as and when IPL has arranged the same with Customer. IPL may amend the Initial Services Policy in its sole and absolute discretion from time to time. 
      2. IPL shall, during the Subscription Term, provide the IPL Platform Services and make available the Documentation to Customer on and subject to the terms of this agreement.
      3. IPL shall use commercially reasonable endeavours to make the IPL Platform Services available 24 hours a day, seven days a week, except for:
        1. planned maintenance; and
        2. unscheduled maintenance performed outside Normal Business Hours.
  • CUSTOMER DATA 
      1. Customer shall own all right, title and interest in and to all of Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
      2. IPL shall follow its archiving procedures for Customer Data as set out in its Data Protection Policy available at www.claimtechnology.co.uk/data where such document may be amended by IPL in its sole discretion from time to time. In the event of any loss or damage to Customer Data, Customer’s sole and exclusive remedy against IPL shall be for IPL to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by IPL in accordance with the archiving procedure described in its Data Protection Policy. IPL shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by IPL to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable under Clause 5.9).
      3. IPL shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of Customer Data available at www.claimtechnology.co.uk/privacy or such other website address as may be notified to Customer from time to time, as such document may be amended from time to time by IPL in its sole discretion.
      4. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
      5. The parties acknowledge that:
        1. if IPL processes any personal data on Customer’s behalf when performing its obligations under this agreement, Customer is the data controller and IPL is the data processor for the purposes of the Data Protection Legislation (where “Data Controller” and “Data Processor” have the meanings as defined in the Data Protection Legislation).
        2. The scope, nature and purpose of processing by IPL, the duration of the processing and the types of Personal Data and categories of Data Subject (all as defined in the Data Protection Legislation) are as follows:
          1. SCOPE: personal data input by Authorised Users into the IPL Platform Services.
          2. NATURE: personal data about Authorised Users and about individuals involved in personal injury claims.
          3. PURPOSE OF PROCESSING: to enable IPL to provide the IPL Platform Services. 
          4. DURATION OF THE PROCESSING: During the term of this agreement (and for 45 days after its termination or expiry to allow removal of it. 
          5. TYPES OF PERSONAL DATA: names, addresses 
          6. CATEGORIES OF DATA SUBJECT: Authorised Users, persons involved in personal injury claims (lawyers and other party representatives, witnesses, claimants, defendants, parties related to the personal injury matter). 
        3. the personal data may be transferred or stored outside the EEA or the country where Customer and the Authorised Users are located in order to carry out the Services and IPL’s other obligations under this agreement.
      6. Without prejudice to the generality of Clause 5.4, Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to IPL for the duration and purposes of this agreement so that IPL may lawfully use, process and transfer the Personal Data in accordance with this agreement on Customer’s behalf.
      7. Without prejudice to the generality of Clause 5.4, IPL shall, in relation to any Personal Data processed in connection with the performance by IPL of its obligations under this agreement:
        1. process that Personal Data only on the written instructions of Customer unless IPL is required by the laws of any member of the European Union or by the laws of the European Union applicable to IPL to process Personal Data (“Applicable Laws”). Where IPL is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, IPL shall promptly notify Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit IPL from so notifying Customer;
        2. not transfer any Personal Data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
          1. Customer or IPL has provided appropriate safeguards in relation to the transfer;
          2. the data subject has enforceable rights and effective legal remedies;
          3. IPL complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
          4. IPL complies with reasonable instructions notified to it in advance by Customer with respect to the processing of the Personal Data;
        3. assist Customer, at Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
        4. notify Customer without undue delay on becoming aware of a Personal Data breach;
        5. at the written direction of Customer, delete or return Personal Data and copies thereof to Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
        6. maintain complete and accurate records and information to demonstrate its compliance with this Clause 5.
      8. Each party shall ensure that it has in place appropriate technical and organisational measures, approved by the other party, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.
      9. Customer consents to IPL appointing a third-party processor of Personal Data under this agreement as specified in IPL’s privacy policy available here: https://claimtechnology.co.uk/privacy. IPL confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this Clause 5. As between Customer and IPL, IPL shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Clause 5.
      10. IPL may, at any time on not less than 28 days’ notice, revise this Clause 5 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by notification to Customer).
  • THIRD PARTY PROVIDERS 
      1. Customer acknowledges that the Services may enable or assist Customer (or its clients) to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. IPL makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between Customer and the relevant third party, and not IPL. IPL recommends that Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. IPL does not endorse or approve any third-party website nor the content of any of the third-party websites made available via the Services.
  • IPL’S OBLIGATIONS 
      1. IPL undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
      2. The undertaking at Clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to IPL’s instructions, or modification or alteration of the Services by any party other than IPL or IPL’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, IPL will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Customer’s sole and exclusive remedy for any breach of the undertaking set out in Clause 7.1. Notwithstanding the foregoing, IPL:
        1. does not warrant that Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by Customer through the Services will meet Customer’s requirements; and
        2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
      3. This agreement shall not prevent IPL from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
      4. IPL warrants that it has all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
  • CUSTOMER’S OBLIGATIONS 
    1. Customer shall:
      1. provide IPL with:
        1. all necessary cooperation in relation to this agreement; and
        2. all necessary access to such information as may be required by IPL;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

        1. without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
        2. carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in Customer’s provision of such assistance as agreed by the parties, IPL may adjust any agreed timetable or delivery schedule as reasonably necessary;
        3. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
        4. obtain and shall maintain all necessary licences, consents, and permissions necessary for IPL, its contractors and agents to perform their obligations under this agreement, including the Services;
        5. ensure that its network and systems comply with the relevant specifications provided by IPL from time to time; and
        6. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to IPL’s systems and data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Customer’s network connections or telecommunications links or caused by the internet.
  • CHARGES AND PAYMENT 
    1. Customer shall pay:
      1. the Subscription/Plan Fees to IPL in accordance with this Clause 9 and the Commercial Terms; and
      2. the other fees, in respect of the Initial Services or otherwise in accordance with Clause 4.1 and the Commercial Terms.
    2. On or before the Start Date, Customer shall provide to IPL valid, up-to-date and complete credit card details or direct debit details or approved purchase order information acceptable to IPL and any other relevant valid, up-to-date and complete contact and billing details and, if Customer provides:
      1. its credit card details to IPL or its direct debit details to IPL, Customer hereby authorises IPL to bill such credit card or claim by direct debit:
        1. on the Start Date for fees in respect of the Initial Services; 
        2. at the start of the Initial Subscription Term or any Renewal Term, in advance for the Subscription/Plan Fees payable in respect of the Initial Subscription Term or Renewal Term (as applicable); and
        3. at the end of the Initial Subscription Term and any Renewal Term (as applicable), in arrears, for the Transaction Fees in respect of that Initial Subscription Term or Renewal Term (as applicable);
      2. its approved purchase order information to IPL, IPL shall invoice Customer:
        1. on the Start Date for fees in respect of the Initial Services; 
        2. at the start of the Initial Subscription Term or any Renewal Term, in advance for the Subscription/Plan Fees payable in respect of the Initial Subscription Term or Renewal Term (as applicable); and
        3. at the end of the Initial Subscription Term and any Renewal Term (as applicable), in arrears, for the Transaction Fees in respect of that Initial Subscription Term or Renewal Term (as applicable);

and Customer shall pay each invoice within 30 days after the date of such invoice.

      1. If  IPL has not received payment within 28 days after the due date, and without prejudice to any other rights and remedies of IPL:
        1. IPL may, without liability to Customer, disable Customer’s password, account and access to all or part of the Services and IPL shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
        2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of IPL’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
      2. All amounts and fees stated or referred to in this agreement:
        1. shall be payable in pounds sterling;
        2. are, subject to Clause 13.3.2, non-cancellable and non-refundable;
        3. are exclusive of value added tax, which shall be added to IPL’s invoice(s) at the appropriate rate.
      3. IPL shall be entitled to increase the Subscription/Plan Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to Clause 3.3.2 and/or fees payable for Initial Services payable pursuant to Clause 4.1 at the start of each Renewal Term upon 28 days’ prior notice to Customer and the Commercial Terms shall be deemed to have been amended accordingly.
  • PROPRIETARY RIGHTS 
      1. Customer acknowledges and agrees that IPL and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
      2. IPL confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
  • CONFIDENTIALITY 
      1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:
        1. is or becomes publicly known other than through any act or omission of the receiving party;
        2. was in the other party’s lawful possession before the disclosure;
        3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
        4. is independently developed by the receiving party, which independent development can be shown by written evidence.
      2. Subject to Clause 11.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.
      3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
      4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
      5. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
      6. Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute IPL’s Confidential Information.
      7. IPL acknowledges that Customer Data is the Confidential Information of Customer.
      8. No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
      9. The above provisions of this Clause 11 shall survive termination of this agreement, however arising.
  • INDEMNITY
      1. Customer shall defend, indemnify and hold harmless IPL against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Customer’s use of the Services and/or Documentation, provided that:
        1. Customer is given prompt notice of any such claim;
        2. IPL provides reasonable co-operation to Customer in the defence and settlement of such claim, at Customer’s expense; and
        3. Customer is given sole authority to defend or settle the claim.
      2. IPL shall defend Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify Customer for any amounts awarded against Customer in judgment or settlement of such claims, provided that:
        1. IPL is given prompt notice of any such claim;
        2. Customer provides reasonable co-operation to IPL in the defence and settlement of such claim, at IPL’s expense; and
        3. IPL is given sole authority to defend or settle the claim.
      3. In the defence or settlement of any claim, IPL may procure the right for Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to Customer without any additional liability or obligation to pay liquidated damages or other additional costs to Customer.
      4. In no event shall IPL, its employees, agents and subcontractors be liable to Customer to the extent that the alleged infringement is based on:
        1. a modification of the Services or Documentation by anyone other than IPL; or
        2. Customer’s use of the Services or Documentation in a manner contrary to the instructions given to Customer by IPL; or
        3. Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from IPL or any appropriate authority.
      5. The foregoing and Clause 13.3.2 state Customer’s sole and exclusive rights and remedies, and IPL’s (including IPL’s employees’, agents’ and subcontractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
  • LIMITATION OF LIABILITY 
      1. Except as expressly and specifically provided in this agreement:
        1. Customer assumes sole responsibility for results obtained from the use of the IPL Platform Services and the Documentation by Customer, and for conclusions drawn from such use. IPL shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to IPL by Customer in connection with the IPL Platform Services, or any actions taken by IPL at Customer’s direction;
        2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
        3. the Services and the Documentation are provided to Customer on an “as is” basis.
      2. Nothing in this agreement excludes the liability of IPL:
        1. for death or personal injury caused by IPL’s negligence; or
        2. for fraud or fraudulent misrepresentation.
      3. Subject to Clause 13.1 and Clause 13.2:
        1. IPL shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
        2. IPL’s total aggregate liability in contract (including in respect of the indemnity at Clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to 110% of the total fees (including Subscription/Plan Fees) paid by Customer to IPL during the 12 months immediately preceding the date on which the claim arose.
  • TERMINATION
      1. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
        1. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
        2. the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
        3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
        4. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
        5. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
        6. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
        7. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
        8. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
        9. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 7 days;
        10. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 14.1.4 to Clause 14.1.9 (inclusive);
        11. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
        12. there is a change of control of the other party (meaning that the beneficial ownership of more than 50% of the issued share capital of a party or the legal power to direct or cause the direction of the general management of a party, has changed).
      2. On termination of this agreement for any reason:
        1. all licences granted under this agreement shall immediately terminate and Customer shall immediately cease all use of the Services and/or the Documentation;
        2. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
        3. IPL may destroy or otherwise dispose of any of Customer Data in its possession in (and, if relevant, in accordance with Clause 5.7.5), unless IPL receives, no later than 10 days after the effective date of the termination of this agreement, a written request for the delivery to Customer of the then most recent back-up of Customer Data. IPL shall use reasonable commercial endeavours to deliver the back-up to Customer within 30 days of its receipt of such a written request, provided that Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). Customer shall pay all reasonable expenses incurred by IPL in returning or disposing of Customer Data; and
        4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
  • FORCE MAJEURE 
      1. IPL shall have no liability to Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of IPL or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of contractors or subcontractors, provided that Customer is notified of such an event and its expected duration.
  • LEGAL CLAUSES
      1. Conflict: If there is an inconsistency between any of the provisions in the main body of this agreement and the Commercial Terms, the provisions in the main body of this agreement shall prevail.
      2. Variation: No variation of this agreement shall be effective unless it is in writing (which includes email) and signed by the parties (or their authorised representatives).
      3. Waiver: No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
      4. Rights and remedies: Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
      5. Severance: If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this agreement is deemed deleted under this Clause 16.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
      6. Entire Agreement: (i) This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. (ii) Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. (iii) Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. (iv) Nothing in this clause shall limit or exclude any liability for fraud.
      7. Assignment: (i) Customer shall not, without the prior written consent of IPL, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement. (ii) IPL may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
      8. No partnership or agency: Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
      9. No third party rights: This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
      10. Notices: Any notice required to be given under this agreement shall be in writing and delivered by email; if to IPL to hello@claimtechnology.co.uk and if to Customer to the email address set out in the Commercial terms. A notice so delivered by email shall be deemed delivered on the next Business Day after transmission.
  • GOVERNING LAW AND JURISDICTION
      1. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.
      2. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
  • INTERPRETATION
    1. The following definitions apply in this agreement:
      1. “Admin Console” means a part of the IPL Platform Services (as further described in the Documentation) which allows particular Authorised Users who have been authorised by Customer (and approved by IPL) to configure, through an online console made available by IPL, aspects of Customer’s use of the IPL Platform Services.
      2. “Authorised Users” means those employees, agents and independent contractors of Customer who are authorised by Customer to use the IPL Platform Services and the Documentation, as further described in Clause 2.2.7.
      3. “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
      4. “Commercial Terms” means the commercial terms applicable to the contract between IPL and the Customer, which together with this terms and conditions document constitute the agreement between the Customer and IPL. 
      5. “Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 11.6 or Clause 11.7.
      6. “IPL” means Insurtech Platform Limited, an English company number 10744798, with its registered office at Insurtech Platform Ltd Office 3.34, 25 Wilton Road, London, United Kingdom, SW1V 1LW.
      7. “IPL Platform Services” means the IPL Platform Services provided by IPL to Customer under this agreement via www.yoursubdomain.claimtechnology.co.uk or any other website notified to Customer by IPL from time to time, as more particularly described in the Documentation.
      8. “Customer” means the party identified as such in the Commercial Terms.
      9. “Customer Data” means the data inputted by Customer, Authorised Users, or IPL on Customer’s behalf for the purpose of using the IPL Platform Services or facilitating Customer’s use of the Services.
      10. “Data Protection Legislation” means:
        1. The Data Protection Act 2018 and, unless and until the General Data Protection Regulation ((EU) 2016/679) (GDPR) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK; and then
        2. the Data Protection Act 2018 and any successor legislation to the GDPR.
      11. “Documentation” means the document made available to Customer by IPL which sets out a description of the IPL Platform Services and the user instructions for the IPL Platform Services.
      12. “Initial Services” means initial services agreed in writing to be provided by IPL before the Subscription Term to allow Customer to use the IPL Platform Services (for example, writing interfaces or integration services), carried out in accordance with the Initial Services Policy.
      13. “Initial Services Policy” means IPL’s policy for providing support in relation to the Initial Services as made available at www.claimtechnology.co.uk/support or such other website address as may be notified to Customer from time to time.
      14. “Initial Subscription Term” means the initial 14 day trial .
      15. “Normal Business Hours” means 9.00 am to 5.00 pm local UK time, each Business Day.
      16. “Plan” means the particular scope of use of the IPL Platform Services as described in the Commercial Terms and the Documentation.
      17. “Renewal Term” means the period described in Clause 1.2.
      18. “Services” means the IPL Platform Services and the Initial Services.
      19. “Software” means the online software applications provided by IPL as part of the Services.
      20. “Start Date” means the date your Subscription Service starts.
      21. “Subscription/Plan Fees” means the Subscription/Plan Fees payable by Customer to IPL for the use of the Subscription Service (in respect of User Subscriptions), as set out in the Commercial Terms.
      22. “Subscription Term” has the meaning given in Clause 1.2 (being the Initial Subscription Term together with any subsequent Renewal Terms).
      23. “Transaction Fees” means the transaction fees payable by Customer to IPL for the use of the Subscription Service, as set out in the Commercial Terms.
      24. “User Subscriptions” means the user subscriptions purchased by Customer pursuant to Clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.
      25. “Virus” means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any program or data (whether by rearranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
    2. The following rules of interpretation apply in this agreement:
      1. References to Clauses are to the clauses of this agreement.
      2. Clause headings shall not affect the interpretation of this agreement.
      3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
      4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
      5. Unless the context otherwise requires:
        1. words in the singular shall include the plural and in the plural shall include the singular; and
        2. a reference to one gender shall include a reference to the other genders.
      6. A reference to a statute or statutory provision:
        1. is a reference to it as it is in force as at the date of this agreement; and
        2. shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
      7. A reference to writing or written includes faxes but not email.
      8. Any reference to the words “include”, “including”, “in particular” or “for example” shall not be interpreted as limiting the generality of any foregoing words.
      9. Any reference to termination of this agreement includes references to its expiry.

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