Where one party (‘the providing party’) provides the other with collaborative technology solutions, the following terms apply:
1.1 Secure client portal via our website:
1.1.1 The providing party may provide a voluntary client portal to allow the secure exchange of documents between You and Us.
1.1.2 You should use this service for file transport only; You cannot rely on this service as a permanent means of file storage or backup. Where We are the providing party, We purge all data from the client portal on a regular basis.
1.1.3 Other than where there is a lawful basis for transferring personal data to Us, you agree that You will have secured consent to transfer personal data to Us prior to doing so.
1.1.4 You undertake to use the client portal for acceptable use, which includes:
1.1.4.1 not to transmit any viruses, Trojans, keyloggers or other harmful code;
1.1.4.2 not to transmit any unlawful information or content;
1.1.4.3 not to allow access to the service to any third party; and
1.1.4.4 not to use the client portal to provide services to other parties.
1.1.5 You are responsible for:
1.1.5.1 ensuring that Your network and systems meet any necessary performance requirements;
1.1.5.2 maintaining Your network and telecommunication links; and
1.1.5.3 compliance with any applicable terms as shown on the client portal itself which may be updated from time to time.
1.1.6 You are obliged to keep all passwords and login details secure and not to share with others. We will keep all passwords and login details secure, and only disclose to staff that require access.
1.1.7 If one of Your staff who has access to the client portal leaves then, where We are the providing party, You are responsible for asking Us to reset the password for Your account (if this is a generic account) or request that a new account be created for the new member of staff and the old account is removed.
1.1.8 Where We are the providing party, we shall use all reasonable endeavours to obtain from the hosting provider a signed confidentiality agreement with Us to ensure compliance with other relevant clauses in these terms of business concerning confidentiality, internet communication, all relevant data protection legislation and general limitation of liability.
1.1.9 We cannot be held liable for any failures to deliver Services due to transmission errors or unavailability of telecoms networks, or due to the failure or unavailability of any infrastructure. We are also not liable for any loss of or corruption to your data or if the service is interrupted due to Your breach of Our terms.
1.1.10 If You determine to cease using Our services, You will inform us immediately. On receiving such notification, where We are the providing party, We will immediately cancel all user access to Your client portal and discuss with You the way ahead.
1.1.11 We reserve the right to modify these terms and conditions under which the client portal is offered immediately on notice in writing to You.
1.2 Secure client portal via a third party website – Accounting Software:
1.2.1 Where You are the providing party, You will agree with the hosting provider the specific accounting software that You wish to be hosted. We are happy to assist You with the selection of the specific accounting software that is appropriate to Your needs, though the final decision is Ours. This service is provided for a set-up fee agreed in advance.
1.2.2 Though We will have access to Your accounting system via Your hosting provider, We would emphasise that We cannot undertake to discover, or be liable for, any shortcomings in the third-party software, Your systems or any irregularities on the part of Your employees or others, although We will use reasonable endeavours to advise You of any such circumstances that We encounter if requested to prepare Your accounts.
1.2.3 Where We are the providing party, We will invoice You each month for the provision of the service by the hosting provider. You will pay our monthly fee on a timely basis to ensure continued provision of the service by the hosting provider. Should there be a delay in payment of Our fee according to our credit terms We reserve the right, after a written warning has been issued, to withdraw the service until Our fees have been paid.
1.2.4 You will enter into any applicable Service Level Agreement with the hosting provider regarding the uptime availability and the provision of maintenance, support and security, in particular the frequency of backups provided. Should you have any concerns on these matters, please contact us.
1.2.5 If You wish to disengage from this service, on giving the notice period specified in our Terms of Business where we are the providing party, we will liaise with the hosting provider for You to receive a backup of your data as at the end of the notice period, subject to You meeting their conditions.
1.3 Secure client portal via a third-party website – Other software:
1.3.1 Though We will have access to software hosted by the hosting provider, We would emphasise that We cannot undertake to discover any shortcomings in the third-party software, Your systems or any irregularities on the part of Your employees or others.
1.3.2 There may be situations whereby an employee will need to log on to a system or service using an identifier/account directly associated with Your organisation: this will only be undertaken for authorised activities.
1.3.3 Secure client portal via a third party website – Accounting and other software
1.3.4 Unless specifically agreed otherwise, You will be responsible for the maintenance of Your records which are provided by the hosting provider.
1.3.5 Other than where there is a lawful basis for transferring personal data to the hosting provider, You agree that You will have secured consent to transfer personal data to the hosting provider prior to doing so.
1.3.6 You undertake to use the system for acceptable use, which includes:
1.3.6.1 not to transmit any viruses, Trojans, keyloggers or other harmful code;
1.3.6.2 not to transmit any unlawful information or content;
1.3.6.3 not to allow access to the service to any third party; and
1.3.6.4 not to use the software to provide services to other parties.
1.3.7 You are responsible for:
1.3.7.1 ensuring that Your network and systems meet any necessary performance requirements;
1.3.7.2 maintaining Your network and telecommunication links; and
1.3.7.3 compliance with any applicable terms as shown on the site itself which may be updated from time to time.
1.3.8 You are obliged to keep all passwords and login details secure and not to share with others. We will keep all passwords and login details secure, and only disclose to staff that require access.
1.3.9 If one of Your staff who has access to the portal leaves, You are responsible for asking Us to reset the password for your account or to remove the account.
1.3.10 We undertake to use all reasonable endeavours to obtain from the hosting provider a signed confidentiality agreement with us to ensure compliance with other relevant clauses in these terms of business concerning our fees, confidentiality, internet communication, all relevant data protection legislation and general limitation of liability.
1.3.11 We cannot be held liable for any failures to deliver services due to transmission errors or unavailability of telecoms networks, or due to the failure or unavailability of any infrastructure. We are also not liable for any loss of or corruption to Your data or if the service is interrupted due to Your breach of our terms.
1.3.12 We reserve the right to modify these terms and conditions under which the client portal is offered and will provide You with due notice before implementation.
Effective 23 January 2023