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Client portal terms of use

Client Portal Terms of Use

These Client Portal Terms of Use are intended to explain our obligations as provider of our Client Portal and your obligations as a User. Use of our Client Portal is subject to any Contracted Services Agreement, the Terms and Conditions that apply to them and other terms referred to on this page. Please read all of them carefully and together they are referred to as “Client Portal Terms”.

These Client Portal Terms are binding on any use of the Client Portal and apply to you from the time that Intouch provides you with access to the Client Portal.

The Client Portal will evolve over time based on user feedback and changes in legislation. These Client Portal Terms are not intended to address every issue raised by the use of the Client Portal. Intouch reserves the right to change these Client Portal Terms at any time, effective upon the posting of modified terms. Intouch will make every effort to communicate these changes via email or notification via the Website. It is likely the Client Portal Terms will change over time and it is your obligation to ensure that you have read, understood and agree to the most recent terms available on the Website.

By logging onto the Client Portal you acknowledge that you have read and understood these Client Portal Terms and have the authority to act on behalf of any entity for whom you are using the Client Portal. You are deemed to have agreed to these Client Portal Terms on behalf of any entity for whom you use the Client Portal.

DEFINITIONS

“Agreement” means these Client Portal Terms.

“CSA Fee” means the fee payable by you in accordance with any Contracted Services Agreement between us.

“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Client Portal but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

“Data” means any data inputted by you or with your authority into the Client Portal.

“Client Portal” means the online accounting and personal information management made available (as may be changed or updated from time to time by Intouch) via the Website.

“Website” means the Internet site at the domain www.intouchaccounting.com/portal or any other site operated by Intouch.

“Intouch” means Intouch Accounting Limited which a private Limited Company, incorporated in England, company number 07125084, whose registered office is Suite 1 Second Floor, Everdene House, Wessex Fields, Deansleigh Road, Bournemouth, BH7 7DU.

“Permitted User” means any person or entity, other than the Client Company, that uses the Client Portal with the authorisation of the Client Company from time to time.

“Client Company” means the entity who registers to use the Client Portal, and, where the context permits, includes any entity on whose behalf that person registers to use the Client Portal.

“You” means the Client Company, and where the context permits, a Permitted User.

“Your” has a corresponding meaning.

USE OF CLIENT PORTAL

Intouch grants you the right to access and use the Client Portal via the Website with the particular user roles available to you according to our agreed Contracted Services Agreement and Terms and Conditions, together our Terms of Business. This right is non-exclusive,non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Client Company and the Permitted Users, or any other applicable laws:

2.1.the Client Company determines who is a Permitted User and what level of user role access to the relevant organisation and Client Portal that Permitted User has;

2.2.the Client Company is responsible for all Permitted Users’ use of the Client Portal;

2.3.the Client Company controls each Permitted User’s level of access;

2.4.if there is any dispute between a Client Company and a Permitted User regarding access to the Client Portal, the Client Company shall decide what access or level of access to the relevant Data or Client Portal that Permitted User shall have, if any.

YOUR OBLIGATIONS

3.1.Payment obligations:

Access to the Client Portal is wholly dependent upon you meeting your financial obligations as set out in the Terms of Business. If you are not subject to current Terms of Business or such Terms of Business have been suspended or terminated you must refrain from accessing the Client Portal unless authorised by us in writing.

3.2.General obligations:

You must only use the Client Portal and Website for your own lawful internal business purposes, in accordance with these Client Portal Terms and any notice sent by Intouch or condition posted on the Website.

3.3.Automated Bank transaction data delivered into Your Intouch account:

Where available automated bank account transaction feeds are generally provided to you free of charge; however Intouch reserves the right to recover any charges on a case-by-case basis at Intouch’s sole discretion.

3.4.Access conditions:

3.4.1.You must ensure that all user id’s and passwords required to access the Client Portal are kept secure and confidential. You must immediately notify Intouch of any unauthorised use of your passwords or any other breach of security and Intouch will reset your password and you must take all other actions that Intouch reasonably deems necessary to maintain or enhance the security of Intouch’s computing systems and networks and your access to the Client Portal.

3.4.2.As a condition of these Client Portal Terms, when accessing and using the Client Portal, you must:

3.4.2.1.not attempt to undermine the security or integrity of Intouch’s computing systems or networks or, where the Client Portal is hosted by a third party, that third party’s computing systems and networks;

3.4.2.2.not use, or misuse, the Client Portal in any way which may impair the functionality of the Client Portal or Website, or other systems used to deliver the Client Portal or impair the ability of any other user to use the Client Portal or Website;

3.4.2.3.not attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access or to the computer system on which the Client Portal is hosted;

3.4.2.4.not transmit, or input into the Website, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which you do not have the right to use); and

3.4.2.5.not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Client Portal or to operate the Website except as is strictly necessary to use either of them for normal operation.

3.5.Indemnity.

You indemnify Intouch against all claims, costs, damage and loss arising from your breach of any of these Client Portal Terms or any obligation you may have to Intouch.

CONFIDENTIALITY AND PRIVACY

4.1.Confidentiality:

Unless the relevant party has the prior written consent of the other or unless required to do so by law:

4.1.1.Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Client Portal Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Client Portal Terms.

4.1.2.Each party’s obligations under this clause will survive termination of these Client Portal Terms.

4.1.3.The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:

4.1.3.1.is or becomes public knowledge other than by a breach of this clause;

4.1.3.2.is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

4.1.3.3.is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or

4.1.3.4.is independently developed without access to the Confidential Information.

4.2.Privacy:

Intouch maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy athttp://www.intouchaccounting.com/privacy-policy and you will be taken to have accepted that policy when you accept these Terms.

INTELLECTUAL PROPERTY

5.1.Title to, and all Intellectual Property Rights in the Client Portal, the Website and any documentation relating to the Client Portal remain the property of Intouch.

5.2.Title to, and all Intellectual Property Rights in, the Data remain your property. However, your access to the Data is contingent on full payment of the fees set out in the Terms of Business when due. You grant Intouch a licence to use, copy, transmit, store, andback-up your information and Data for the purposes of enabling you to access and use the Client Portal and for any other purpose related to provision of Client Portal to You.

5.3.You must maintain copies of all Data inputted into the Client Portal. Intouch adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Intouch expressly excludes liability for any loss of Data no matter how caused.

WARRANTIES AND ACKNOWLEDGEMENTS

6.1.You warrant that where you have registered to use the Client Portal on behalf of another person, you have the authority to agree to these Client Portal Terms on behalf of that person and agree that by registering to use the Client Portal you bind the person on whose behalf you act to the performance of any and all obligations that you become subject to by virtue of these Client Portal Terms, without limiting your own personal obligations under these Client Portal Terms.

6.2.You acknowledge that:

6.2.1.You are authorised to use the Client Portal and the Website and to access the information and Data that you input into the Website, including any information or Data input into the Website by any person you have authorised to use the Client Portal. You are also authorised to access the processed information and Data that is made available to you through your use of the Website and the Client Portal (whether that information and Data is your own or that of anyone else).

6.2.2.Intouch has no responsibility to any person other than you and nothing in this Agreement confers, or purports to confer, a benefit on any person other than you. If You use the Client Portal or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:

6.2.2.1.You are responsible for ensuring that you have the right to do so;

6.2.2.2.You are responsible for authorising any person who is given access to information or Data, and you agree that Intouch has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and

6.2.2.3.You will indemnify Intouch against any claims or loss relating to:

6.2.2.3.1.Intouch’s refusal to provide any person access to your information or Data in accordance with these Terms,

6.2.2.3.2.Intouch’s making available information or Data to any person with your authorisation.

6.2.3.The provision of, access to, and use of, the Client Portal is on an “as is” basis and at your own risk.

6.2.4.Intouch does not warrant that the use of the Client Portal will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Client Portal, including public telephone Client Portal, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Client Portal. Intouch is not in any way responsible for any such interference or prevention of your access or use of the Client Portal.

6.2.5.It is your sole responsibility to determine that the Client Portal meet the needs of your business and is suitable for the purposes for which they are used.

6.2.6.You remain solely responsible for complying with all applicable accounting, tax and other laws. It is your responsibility to check that storage of and access to your Data via the Client Portal and the Website will comply with laws applicable to you (including any laws requiring you to retain records).

6.3.Intouch gives no warranty about the Client Portal. Without limiting the foregoing, Intouch does not warrant that the Client Portal will meet your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title andnon-infringement. We draw your attention to the limitations set out in our Terms of Business regarding our obligations to conduct any audit, review or otherwise confirming the completeness and accuracy of the Data or its permissible deduction for tax purposes.

6.4.You warrant and represent that you are acquiring the right to access and use the Client Portal for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-businessconsumers in any jurisdiction does not apply to the supply of the Client Portal, the Website or these Terms.

LIMITATION OF LIABILITY

7.1.To the maximum extent permitted by law, Intouch excludes all liability and responsibility to you (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Client Portal or Website.

7.2.If you suffer loss or damage as a result of Intouch’s negligence or failure to comply with these Terms, any claim by you against Intouch arising from Intouch’s negligence or failure will be limited in accordance with our Limitation of Liability as contained within the Terms and Conditions.

7.3.If you are not satisfied with the Client Portal, your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.

TERMINATION

8.1These Terms will continue for the period covered by any Terms of Business between us and your rights of termination are set out within the Terms of Business. For the avoidance of doubt, if payment of any invoice for CSA Fees due in relation to any Terms of Business is not made in full by the relevant due date, Intouch may: suspend or terminate your use of the Client Portal or your rights of access to all or any Data.

GENERAL

9.1.Technical Problems

9.1.1.In the case of technical problems you must make all reasonable efforts to investigate and diagnose problems before contacting Intouch. If you still need technical help please contact your Client Manager in the normal manner.

9.2.Client Portal availability

9.2.1.Whilst Intouch intends that the Client Portal should be available 24 hours a day, seven days a week, it is possible that on occasions the Client Portal or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason Intouch has to interrupt the Client Portal for longer periods than Intouch would normally expect, Intouch will use reasonable endeavours to publish in advance details of such activity on the Website.

9.3.Entire agreement

9.3.1.These Terms of Client Portal Use, together with the Website Terms of Use, Privacy Policy, Cookie Policy, specific Contracted Services Agreements between us and the Terms and Conditions supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Intouch relating to the Client Portal and the other matters dealt with in these Terms.

9.4.Waiver

9.4.1.If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

9.5.Delays

9.5.1.Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

9.6.No Assignment

9.6.1.You may not assign or transfer any rights to any other person without Intouch’s prior written consent.

9.7.Governing law and jurisdiction

9.7.1.The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our website although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country. These terms of use are governed by English law.

9.8.Severability

9.8.1.If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

9.9.Notices

9.9.1.Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Intouch must be sent to director@intouchaccounting.com or to any other email address notified by email to you by Intouch. Notices to you will be sent to the last email address which you provided.

9.10.Rights of Third Parties

9.10.1.A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.