Terms and Conditions

The Services that Perfect Portal (together with its affiliates, subsidiaries, officers, directors, employees, agents, partners and licensors, ‘Perfect Portal’, ‘we’, or ‘us’) provides to You are subject to the following Perfect Portal

Supply and Support Terms and Conditions ("Terms" or “Agreement”). By using or accessing the Services, You are agreeing to the terms set out below and in the Order Form and in Our Privacy Policy which are incorporated into this Agreement. If You are using the Services for an organisation, you're agreeing to this Agreement on behalf of that organisation, and represent and warrant that You can do so.

If You don’t agree to all the terms in this Agreement, You may not use or access the Services.

1. Definitions

‘You’ and ‘Your’ mean the client detailed on the Order Form.

’Data Protection Legislation’ means the Data Protection Act 1998, the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (20002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable Regulations relating to the processing of personal data and privacy (and any successor legislation, including without limitation, the General Data Protection Regulation), including where applicable the guidance and codes of practice issued by the Information Commissioner or any other supervisory authority and the equivalent of any of the foregoing in any relevant jurisdiction.

‘Perfect Portal Amount’ means the amount that equals twelve (12) monthly payments of the Perfect Portal

Monthly Amount on the Order Form.

‘Service’ means the Perfect Portal online system, Website Quote Calculator Plug-In, Forms, Rates and Charges updates and Perfect Portal Website.

‘Monthly Amount’ means the monthly amount paid for the number of Named Users ordered by You and includes the following benefits:

(a) Continuous research, development and improvement (upgrades and iterative improvements) and support for the Service.

(b) Hosting of Your data and documents on the Perfect Portal Host Servers;

(c) Access to the free training videos for support staff and lawyers;

(d) Access to the Perfect Portal HelpDesk Portal; and

(e) Unlimited access to the HelpDesk for technical support.

‘Major Problem’ means that either the Service will not start or no users can access it.

‘Named User’ means a user for whom the Service is being purchased.

‘Privacy Policy’ means our Privacy Policy located on our Website.

‘Term’ means recurring minimum contract periods of twelve (12) months during which the Service is provided.

‘Additional Named User’ means a Named User purchased during a Term and for which payment is made monthly by Direct Debit.

‘Website’ means our Website located at www.perfectportal.co.uk.

2. Changes to these terms

These Supply and Support Terms and Conditions are subject to change from time to time to reflect changes in or requirements of the law or modifications or updates to the Services. The current version is published at www.perfectportal.co.uk. Perfect Portal will notify You if any such change materially and adversely affects Your rights under this Agreement and You will have a right to terminate the Services at no additional cost within 14 days of being notified of change. By continuing to use or access the Services after any revisions come into effect,

You agree to be bound by the revised terms.

3. Your Login Details

Please safeguard Your login details for the Service and make sure others don't have access to Your password.

You must immediately notify us of any actual or suspected loss, theft or unauthorised use of the Service or passwords. You are solely responsible for any activity conducted via the Service using Your login details. Perfect

Portal will not be liable for any unlawful or unauthorised access to the Service.

4. Right to Use and Additional Users

Conditional on Your compliance with these Terms, Perfect Portal grants You a limited, nonexclusive, non-transferable, revocable license to access and use the Service.

This license is for the sole purpose of enabling You to use the Services for Your internal business purposes.

All functions, data, information and materials provided by Perfect Portal via the Service may only be used by You in the ordinary course of the activities of Your organisation and expressly for the purposes of supplying legal and conveyancing services.

The Named user may access and use the Service on multiple devices, however, only one device per Named

User may be used at any one time.

The number of Named Users cannot be reduced during a Term except where the Additional Named User has been purchased after the Term has commenced.

Perfect Portal may raise an administrative fee for making changes to Your user arrangements.

5. Restrictions

Perfect Portal is either the owner or licensed user of the copyright in the material on this website and within the

Service that Perfect Portal provides.

Except as permitted in Clause 4 above, You must not, nor must You authorise any third person to:

(a) reproduce, copy, download, scrape, store, re-publish, transmit, transfer, communicate, distribute, disseminate, sell, rent, lend or otherwise use the material or the Services, or any part of the material or the Services, in any form or by any means;

(b) make the Services available to any person other than the Named User;

(c) convert material downloaded from the Service into an electronic format other than the one in which it was supplied;

(d) reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the Services or reproduce all or any portion of the said components;

(e) combine the whole or any part of the data available on the Services with any other software, data or material; or

(f) redistribute content from the Service (unless content is specifically made for redistribution), without the written consent of Perfect Portal, other than to the extent necessary to view the material as permitted by law.

6. Invoicing, Payment and Credit Terms

(a) All Perfect Portal invoices are sent by email to Your email address as disclosed on the Order Form or to such other email address as You specify and are payable within the period specified on the invoice.

(b) The Monthly Amount is payable by Direct Debit only using a transaction agent nominated by Perfect Portal.

(c) In the event that an amount due to Perfect Portal for any reason or to a third-party finance company for payment of the Monthly Amount becomes overdue, all support, online services, content updating and access to Your Perfect Portal Website will be suspended and access to the hosted data may also be suspended.

(d) All overdue amounts may at Perfect Portal’s sole discretion, attract interest at the rate of 18 percent per annum.

(e) Where any payments are being made by Direct Debit, in the event of the Direct Debit transaction failing for two (2) or more months the total outstanding amount will immediately become due and payable and the provision of support, online services, content updating and access to the Service will be suspended and access to the hosted data may also be suspended.

(f) A dishonor fee may be charged for each failed Direct Debit.

(g) In the event of a debt being handed over to a collections agency, You will be liable for all the legal costs associated with the collection of the debt.

(h) All prices are exclusive of Value-Added Tax unless otherwise expressly stated.

7. Commencement of Perfect Portal Term

The Term starts one month from the date of order acceptance or the date of issue of login details to access the

Service, whichever is sooner.

8. Service Access

(a) Access to the Service is subject to the availability of resources and Perfect Portal gives no undertaking or guarantee regarding the access date.

(b) You will provide to us all information, and documents and anything Perfect Portal need in order to complete access to the Service within specified deadlines. We will not be held responsible in any way for

Your failure to do this.

(c) Work that is performed by an external consultant is performed under their own terms and conditions signed by You.

(d) Access to the Service will be taken to have been properly installed unless You advise Perfect Portal otherwise, in writing, within 14 days of the access date.

9. Data Entry

You will be responsible for data entry. Perfect Portal does not accept responsibility for the accuracy of this data

entry.

10. Your Information Technology and Communications Infrastructure

It is Your responsibility to ensure that Your information technology and communications infrastructure

(ITC) is compatible with the Service and You should note that:

(a) The Service may not operate properly (or at all) if up to date versions of the internet browser are not accessible by You.

(b) Perfect Portal does not accept any responsibility for defects, data corruptions, Service failures or performance degradation caused by viruses or other software or components on Your hardware that may interfere with the way the Service operates.

(c) It is Your responsibility to ensure that Your ITC is properly maintained and is not changed in a way which may adversely affect access to the Service.

(d) Any work done by Perfect Portal due to failure to comply with (a) to (c) above may be charged to

You at standard development rates.

(e) During the Term, Perfect Portal may offer a mandatory upgrade of Services to newer versions. This will happen if the Service or any third-party component used by Perfect Portal ceases to be supported by their respective vendors, or if Perfect Portal decides that support of the existing version is no longer viable. In such cases, Perfect Portal will offer the upgrade free of any license fees, but may charge fees for data conversion, or refer You to a Perfect Portal partner where fees may also be charged.

11. Your Company information

You are responsible for confirming all information provide on the Order Form is correct. You agree to provide

Perfect Portal a copy of your company logo within two (2) business days, if the logo is not received within this time frame, you agree to Perfect Portal using a default Logo for the website.

You agree to pay an administration fee, of a minimum of £50, if after two (2) business days you request to update the website design including, but not limited to, change to your company Logo

12. Responsibility to Back-up Data

Data and documents that synchronise with the hosted data server will be backed up by Perfect Portal. It is

Your responsibility to ensure that all other data stored locally is backed up. You acknowledge that You have no claim against Perfect Portal for any loss or damage to data stored locally.

13. National HelpDesk Services

(a) HelpDesk services are provided from 8.30 am - 5.30 pm.

(b) If the Service is not working Perfect Portal will provide upgrades or a manual work-around free of additional charge provided the Monthly Amount is being paid. Perfect Portal will use its best endeavours to make the Service operational as soon as practicable after receiving Your support request.

(c) Perfect Portal does not rectify hardware, operating Service or network problems or problems relating to third party software which is the responsibility of Your ITC providers.

(d) When Perfect Portal is providing assistance You must ensure that a suitably trained and informed user is available to demonstrate the problem and provide any information or reasonable assistance that may be needed to perform the services.

14. Internet Speed

The Service is subject to the limitations inherent in the use of the Internet and other 3rd party communication software and devices and Perfect Portal is not responsible for any delays, delivery failures, or other damage resulting from their use.

15. Availability of data after termination

Perfect Portal will never delete Your data. However, in the event this Agreement is terminated, You will no longer have access and it is Your responsibility to extract Your data from Perfect Portal.

You will be provided with 30 business days to arrange this (this does not apply for terminations under Clause

18). Alternatively, to continue to gain access to Your data through Perfect Portal, You will need to maintain at least a single user under contract for so long as You require access.

16. Force Majeure and Delay Beyond Perfect Portal’s Control

Perfect Portal will not be responsible for delays or failure to perform resulting from acts beyond its control, including but not limited to, acts of God, strikes, walkouts, riots, acts of war, epidemics, earthquakes or other disasters and failure of suppliers to perform including telecommunication breakdowns or interruptions and power failures.

17. Fitness For Purpose

Perfect Portal does not guarantee or warrant the fitness of the Service for any purpose other than the purpose for which it is supplied.

18. Termination

At the end of the initial Term this Agreement will automatically renew for additional 12 month periods until terminated by either party by providing written notice 60  days prior to the end of the then current term. Perfect

Portal will not provide notice before termination where:

(a) You are in material breach of the terms of the Agreement;

(b) doing so would cause us legal liability or compromise our ability to provide the Service to our other users; or

(c) we are prohibited from doing so by law.

If You terminate this Agreement during a Term, upon termination of this Agreement You shall immediately owe

Perfect Portal an amount equal to the remaining number of monthly payments under the current Term of the

Agreement as of the effective date of termination. You are not required to pay the remaining monthly payments if You choose to terminate this Agreement as a result of:

(a) material change to the Services or this Agreement which adversely affects You and which You do not agree with; or

(b) a material breach of these Terms by Perfect Portal.

Upon termination, You shall immediately cease any and all use of the Service and You will not have access to the Service.

19. Client Acknowledgements and, Warranties

Except as expressly provided in this Agreement and to the extent permitted in accordance with applicable law, Perfect Portal disclaims all warranties of any kind for the Services provided.

You acknowledge that:

(a) Perfect Portal does not warrant or represent that any legal or accounting information, precedents, letters, documents or examples provided are necessarily correct and up-to-date;

(b) The Service is provided on an “as is” and “as available” basis and Perfect Portal does not guarantee, represent, or warrant that Your use of the service will be uninterrupted or error-free;

(c) You are responsible for ensuring that all persons who access the Service through Your account are aware of these terms and conditions and other applicable terms and conditions, and that they comply with them.

(d) Perfect Portal does not provide any legal advice or legal services, accounting or bookkeeping advice by providing the Service; and

(e) Any legal information, practice guides, legal forms, precedents, letters or documents are provided as examples only and are provided on the basis that all Your users, being suitably qualified or working under the direction of suitably qualified personnel will rely on their own knowledge and enquiries as to the accuracy and currency of any information contained in the Service.

20. Limitation of Liability

Perfect Portal’s liability to You is not limited or excluded where and to the extent such liability cannot be limited or excluded in accordance with applicable law. In all other circumstances, Perfect Portal will not be liable to You or to

any third party for any costs, expenses, losses and damages incurred in relation to the Service, whether that liability arises in contract, tort (including by Perfect Portal’s negligence) or under statute. Without limitation, Perfect Portal will in no circumstances be liable for any indirect or consequential losses, loss of profits, loss of revenue or loss of business opportunity.

To the extent permissible by applicable law, Perfect Portal’s aggregate liability, for any cause whatsoever, and regardless of the form of the action, is limited to the amount of fees paid, if any, by You for the Service in the 6 months prior to the claim.

21. Your Obligations.

For the purposes of this Clause 21, the terms "data subject" and "personal data" shall have the meanings given under the Data Protection Act 1998 (or from the date on which it becomes law, the General Data Protection Regulation) and any related Data Protection Legislation.

You warrant that all personal data that you provide to Perfect Portal has been lawfully obtained and that the receipt, possession or use of that personal data in accordance with this Agreement will not place Perfect Portal in breach of any applicable Data Protection Legislation or infringe any third party rights.

You shall ensure you obtain informed consent from data subjects in respect of the processing of any personal data that is personal to them, in accordance with all applicable Data Protection Legislation and regulations from time to time and (without limitation) the following specific obligations:

  • You shall ensure that all data subjects to which any personal data relates have given their valid consent and, where required under the Data Protection Legislation, their explicit consent, to the transfer of their personal data by you to Perfect Portal and to the processing of their personal data by Perfect Portal in respect of the Services;
  • You shall ensure that all data subjects to which any personal data relates are provided with a copy of Our Privacy Policy in accordance with all applicable Data Protection Legislation;
  • You shall maintain such documentation as is required under the Data Protection Legislation in respect of its obligations as controller of personal data;
  • You shall ensure that a data protection officer is designated at all times for the duration of the Agreement; and
  • You shall implement appropriate technical and organisational measures to ensure an appropriate level of security to protect any personal data.

You shall fully indemnify Perfect Portal against all losses arising from or incurred by it as a result of the loss, destruction or unauthorised disclosure of or unauthorised access to or use of personal data as a result of the Your failure to comply with the provisions of this Clause  21 of this Agreement or the Data Protection Legislation.

22. Indemnification

You will defend, indemnify and hold Perfect PortaI and its third-party licensors harmless from any and all liabilities, damages, losses, expenses, demands, claims, suits or judgments, including reasonable attorneys' fees, costs and expenses arising from Your unauthorised use of the Service.

23. Confidentiality, Privacy and disclosure of Your Personal Information

(a) It may from time to time be necessary for Perfect Portal to review Your information for the purposes of providing data conversion or support services under this Agreement. Perfect Portal undertakes to exercise the utmost good faith in maintaining all such information as confidential and will also comply with the requirements of the Data Protection Act 1998 (UK) to the extent that the Act applies to any such information and will only use that information for the purposes of this Agreement.

(b) In order to deliver the services You require, we may disclose Your personal information to organisations outside of Perfect Portal. Your personal information will only be disclosed to these organisations for the purpose of providing our services to you. Perfect Portal takes reasonable steps to ensure that these organisations are bound by confidentiality and privacy obligations in relation to the protection of Your personal information. Should You not wish to allow Perfect Portal to disclose Your personal information to affiliated organisations outside of Perfect Portal for this purpose, You must notify Perfect Portal in writing.

(c) When using the Perfect Portal App we may monitor Your usage through a third party provider to assist us in improving the service we provide. Any information collected will exclude personal information and document viewing sessions. Any information recorded will only be used internally within Perfect Portal.

24. Suspension or Modification of the Services

We reserve the right to suspend access to the Service, in whole or in part, until further notice, with immediate effect:

(a) to periodically maintain or improve the Service;

(b) if You fail to pay all or part of any fee by the due date; or

(c) if we reasonably believe You are using the Services in a way which constitutes a breach of these Terms, or is likely to be found illegal.

Perfect Portal will endeavor, where possible to provide You with reasonable notice of such suspension.

25. Acknowledgements

You acknowledge that You have conducted Your own due diligence and selected the Service based upon Your own skill and judgment and You have satisfied Yourself as to the suitability of the Service.

26. Entire Agreement.

This Agreement and the documents expressly referred to herein constitute the entire agreement between the parties and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Agreement. This Agreement creates no third-party beneficiary rights.

27. Controlling Law.

This Agreement and the Services shall be governed by the laws of England and Wales, and is subject to the exclusive jurisdiction of the courts of England and Wales.

28. Waiver, Severability and Assignment.

Perfect Portal’s failure to enforce any provision of this Agreement is not a waiver of our right to do so later. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of Your rights under this Agreement, and any such attempt will be void. We may assign our rights under this Agreement

29. Data Protection

Any personal information which you provide to us will be held in accordance with the Data Protection Act 1998   and other applicable Data Protection Legislation and regulations from time to time (including, without limitation, the General Data Protection Regulation when it is brought into force) and only used in accordance with Our Privacy Policy (details of which are set out on Our Website).

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