Version 24.0.0.0

Date 10/04/2024

Service Additional Terms and Conditions - Portal Services

These terms apply in addition to your PXC Services Agreement (as defined below) or, if you are a reseller of ours, your PXC Reseller Agreement (as also defined below) where you use our Portal Service. If there is any conflict between the terms of your PXC Services Agreement (or, in the case of a reseller, your PXC Reseller Agreement) and these terms then these terms prevail solely in respect of your Portal Service and your PXC Services Agreement (or, in the case of a reseller, your PXC Reseller Agreement) will prevail in respect of the Services and/or the Additional Services (as defined below)

Any words and phrases defined in your PXC Services Agreement (or, in the case of a reseller, your PXC Reseller Agreement) shall have the same meaning in these terms unless stated below.

Any services referred to in these terms shall be considered to be "Services" for the purposes of your PXC Services Agreement (or, in the case of a reseller, your PXC Reseller Agreement).

1                     DEFINITIONS

2                     PERMISSION TO USE THE PORTAL AND THE PORTAL SERVICES

2.1                When you receive the Confirmatory Email, we authorise you and your Authorised Users to access the Portal using your Username and Password to the extent necessary and for the following purposes only:

(a)                 viewing and searching the Material;

(b)                 activating and/or deactivating certain of the Services and/or parts of the Services;

(c)                  activating and/or deactivating certain Additional Services;

(d)                 amending the destination of those of your Inbound Services you can access in the Portal from time-to-time;

(e)                 requesting and running certain reports for the Services.

2.2                You will only be able to perform the activities set out in clause 2.1 where indicated for your particular Services in the Portal itself and subject to availability from time to time.

2.3                Your authorisation under clause 2.1 will end if:

(a)                 your PXC Services Agreement or, in the case of a reseller, your PXC Reseller Agreement terminates (for whatever reason); or

(b)                 we give you 14 days prior written notice.

2.4                The service notes set out in the Portal Order From also apply to your use of the Portal and/or the Portal Service.

2.5                You shall change your Password whenever you are prompted to do so.

2.6                When activating and/or deactivating Services and/or Additional Services those Services or Additional Services are provided to you subject to the PXC Services Agreement which will contain terms about charges, duration of the services, limitation of liability and other important terms. You are advised to review your PXC Service Agreement prior to activating or deactivating any Service and/or Additional Service.

3                     YOUR OBLIGATIONS

3.1                You will not permit anyone other than your Authorised Users to access the Portal or the Portal Services.

3.2                You shall not store distribute or transmit any material through the Portal that is unlawful, harmful, threatening, defamatory, obscene, harassing, or racially or ethically offensive, facilitates illegal activity, depicts sexually, explicit image or promotes unlawful violence, discrimination abuse on race, gender, colour, religious belief, sexual orientation or disability or any other illegal activities.

3.3                You shall not:

(a)                 attempt to duplicate, modify, disclose or distribute the whole or any part of the Portal or the Portal Service (save that you shall be entitled to download certain Material from time-to-time);

(b)                 attempt to reverse compile disassemble, reverse engineer or otherwise reduce to human-perceivable form any part or parts of the Portal and/or the Portal Service except as may be allowed by any applicable law which is incapable of exclusion by agreement;

(c)                  use the Portal and/or the Portal Service to provide any services to any third parties without our prior written consent;

(d)                 transfer, temporarily or permanently any rights or obligations under these terms;

(e)                 attempt to obtain, or assist others in obtaining access to the Portal and/or the Portal Service other than in accordance with our instructions from time to time.

3.4                You will and you will ensure that your Authorised Users will comply with these terms and our instructions from time to time.

3.5                You will make all arrangements necessary for you to have access to our Portal and Portal Service. You are responsible for configuring your information technology, computer programmes and other equipment to access the Portal. You should use your own virus protection software at all times.

3.6                You will not disclose the Username or Password to anyone other than the Authorised User it relates to and you will keep it confidential and inaccessible to third parties.

3.7                The permissions that apply to the Username and Password are as set out in the Portal Order Form or as otherwise notified by us to you from time to time.

3.8                You shall notify us immediately if you require us to delete a Username or Password or change any permissions associated with any Username or Password.

4                     INTELLECTUAL PROPERTY RIGHTS

4.1                We or our licensors are the owners or the licensees of all intellectual property rights in the Portal, the Portal Services, and in the Material. Those works are protected by law. All such rights are reserved.

4.2                Our status (and that of any identified contributors) as the authors of any Material must always be acknowledged.

5                     OUR PORTAL CHANGES

5.1                We aim to update our Portal regularly, and may change the content at any time. If the need arises, we may suspend access to our Portal, or close it indefinitely. We will use reasonable endeavours to ensure that the information on our Portal is accurate and up to date.

6                     OUR OBLIGATIONS

6.1                We will use reasonable endeavours to ensure that access to our Portal is provided without interruption and that the Portal Services are provided continuously but in either case we cannot guarantee this. We will notify you of any planned downtime. UK working hours. From time to time, we may restrict access to some parts of our website to users who have registered with us for other services.

7                     OUR LIABILITY

7.1                Your access to the Portal is provided free of charge. You agree that the limitations and exclusions of liability set out in these terms are reasonable in the circumstances.

7.2                The Material displayed on our Portal and/or the Portal Service is provided without any guarantees, conditions or warranties as to its accuracy.

7.3                Subject to clause 7.4, to the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:

(a)                 All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity;

(b)                 Any liability for any direct, indirect or consequential loss or damage incurred by you and/or any user in connection with our Portal and/or the Portal Service or in connection with the use, inability to use, or results of the use of our Portal and/or the Portal Service and any Materials, including, without limitation any liability for:

(i)                   loss of income or revenue;

(ii)                 loss of business;

(iii)                loss of profits or contracts;

(iv)                loss of anticipated savings;

(v)                 loss of data;

(vi)                loss of goodwill;

(vii)              wasted management or office time; and

(viii)             for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

7.4                Nothing in these terms affects our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or fraudulent misstatement, nor any other liability which cannot be excluded or limited under applicable law.

7.5                Subject to clause 7.4, our liability to you in contract, tort (including but not limited to negligence) equity, breach of statutory duty or otherwise in relation to or arising out of these terms is limited to the sum of £5,000.

7.6                We will take reasonable steps to ensure that the Portal and the Material are virus-free but we cannot guarantee it.

7.7                Our liability includes that of any company in our group and any of their respective agents, employees and sub-contractors.  'You’ includes any other party claiming through you and loss or damage includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Service, whether under these terms or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.

7.8                We shall have no liability to you under these terms if we are prevented from or delayed in performing our obligations under these terms or from carrying on business by acts, events, omissions or accidents beyond our reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications network, pandemic, act of God, war, riot, theft, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.

8                     INFORMATION ABOUT YOU AND YOUR VISITS TO OUR PORTAL

8.1                We process information about you in accordance with our privacy policy. By using our Portal, you consent to such processing and you warrant that all data provided by you is accurate.

9                     CONFIDENTIALITY

9.1                Each party may be given access to confidential information from the other party (“Confidential Information”) in order to perform its obligations under these terms. Confidential Information shall not include information that:

(a)                 is or becomes publicly known other than through any act or omission of the receiving party; or

(b)                 was in the other party's lawful possession before the disclosure; or

(c)                  is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

(d)                 is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e)                 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

9.2                Each party shall hold the other's Confidential Information in confidence and, unless required by law, 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 these terms.

9.3                Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

9.4                This clause 9 shall survive termination of these terms, however arising.

10                  TERMINATION

10.1             We shall be entitled to terminate these terms and access to any Portal or Portal Service with immediate effect if:

(a)                 you are in material breach of any of its terms which breach is not capable of remedy; or

(b)                 you are in material breach of any of its terms which breach is capable of remedy and has not been remedied within the period of twenty working days after written notice of it has been given to you;

(c)                  the whole or any part of your PXC Services Agreement or, in the case of a reseller, your PXC Reseller Agreement is terminated or suspended for any reason whatsoever.

10.2             On termination of these terms for any reason:

(a)                 all licences or permissions granted under these terms shall immediately terminate;

(b)                 termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.

11                  GENERAL

11.1             The rights provided under these terms are granted to you only, and shall not without our prior written consent be considered granted to any subsidiary or holding company. You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these terms.

11.2             These terms are not intended to benefit anyone other than the parties to it and, in particular, no term of these terms shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.

11.3             Unless specifically provided otherwise, rights arising under these terms are cumulative and do not exclude rights provided by law.

11.4             If any provision (or part of a provision) of these terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

11.5             If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

12                  ENTIRE AGREEMENT

12.1             These terms and the PXC Services Agreement, or in the case of a reseller your PXC Reseller Agreement, constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.

12.2             Each Party acknowledges that it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these terms.

12.3             Nothing in these terms shall limit or exclude any liability for fraud misrepresentation or fraudulent misstatement.

13                  LAW

13.1             The English and Welsh courts will have exclusive jurisdiction over any claim arising from, or related to these terms (including any non-contractual claims) although we retain the right to bring proceedings against you for breach of these terms in your country of residence or any other relevant country. These terms of use are governed by the laws of England and Wales.

14                  YOUR CONCERNS

14.1             If you have any concerns about material which appears on our Portal, please contact your account manager or customer services representative.

Thank you for visiting our Portal.