The following definitions and rules of interpretation apply in these Terms.
1.1.1 “Agreement” means the agreement between Perfect Portal and the Client for the supply of Services as set out in the Order and Subscription Feature Sheet, subject to these Terms;
1.1.2 "App Store” means the Apple App Store and Google Play Store (and any other online or remote-accessed location where the Mobile Applications will be made available for downloading from time to time by Perfect Portal);
1.1.3 “Branded Mobile Application” means any Mobile Application which is configured by Perfect Portal and branded with (or jointly branded as Perfect Portal together with) the Client’s logo, branding and colour scheme as detailed in the Order (or as otherwise agreed between the parties from time to time in writing);
1.1.4 “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
1.1.5 “Client” means the law firm or conveyancer who purchases the Services from Perfect Portal;
1.1.6 “Client End Users" means end users of the Client to include (without limitation): (i) clients of the Client; (ii) referrers of the Client such as estate agents and mortgage brokers and other such entities that refer work to the Client and (iii) any other parties to the conveyancing transaction or involved in Client Matters;
1.1.7 “Client Matters” means the client matters of the Client;
1.1.8 “Commencement Date” means either the one-month anniversary of the Acceptance Date (as defined at Clause 1.5) or the date that Perfect Portal issues the Login Details to the Client, whichever is earlier;
1.1.9 “Data” means the Client’s information including In-put Material which is intended to be processed and managed by Perfect Portal in accordance with the terms of the Agreement;
1.1.10 “Data Protection Legislation” means the Data Protection Act 2018, the UK General Data Protection Regulation, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of personal data and privacy (and any successor legislation), 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;
1.1.11 “Document” includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other images, tape, disk or other device or record embodying information in any form;
1.1.12 “In-put Material” means all Documents, information and materials provided by the Client or Client End Users relating to the Services, including computer programs, data, reports and specifications;
1.1.13 “Instruction” means a lead, quote, proposal or enquiry which is converted to a matter;
1.1.14 “Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
1.1.15 “ITC” meant the Client’s information technology and communications infrastructure;
1.1.16 “Licence Fees” means the amount payable in respect of the Services as specified in the Order;
1.1.17 “Login Details” means the Client’s login details for the Named Users or Client End Users in order to access the Services;
1.1.18 "Mobile Applications” means any mobile applications detailed in the Order and/or which Perfect Portal makes available to the Client and/or the Client End Users in relation to Client Matters (which may include any Branded Mobile Applications);
1.1.19 “Mobile Device” means the mobile phones, smartphones, tablets, PDAs, computers and other equipment operating on the applicable Operating System;
1.1.20 “Named User(s)” means a user or users of the Client for whom the Services are being purchased as set out on the Order;
1.1.21 “National Helpdesk Services” means Perfect Portal’s helpdesk portal for technical support;
1.1.22 “Open-Source Software”: means any software licensed under any form of open-source licence meeting the Open Source Initiative's Open Source Definition (set out at www.opensource.org) or any libraries or code licensed from time to time under the General Public Licence (as described by the Free Software Foundation and set out at www.gnu.org), or anything similar, included or used in, or in the development of, the Perfect Portal Application or with which Perfect Portal Owned Software is compiled or to which it is linked;
1.1.23 “Operating System” means the Mobile Device operating system(s) as set out in the Order (or as agreed in writing with Perfect Portal);
1.1.24 “Order” means the Client’s order for Services as set out in the Client’s written acceptance of Perfect Portal’s quotation set out in Perfect Portal’s order form or as requested by Client either via the Perfect Portal Solution or in writing by email to Perfect Portal and confirmed by Perfect Portal as accepted in writing or by notification through the Perfect Portal Solution;
1.1.25 “Perfect Portal” means Perfect Portal (UK) Limited, incorporated and registered in England and Wales with company number 09287455 whose registered office is at 10 John Street, London, United Kingdom, WC1N 2EB;
1.1.26 “Perfect Portal Applications” means, as applicable, the web, desktop and Mobile Applications detailed in the Order to be accessed by Clients and/or Client End Users in relation to the Client Matters;
1.1.27 “Perfect Portal Owned Software” means the software programs proprietary to Perfect Portal which are to be provided to the Client;
1.1.28 “Perfect Portal Solution” means the Perfect Portal online system/platform including any Third-Party Services available at via Website;
1.1.29 “Premium Fees” means the amount payable per Instruction as specified on the Order for the Premium Features;
1.1.30 “Premium Features” means the additional features available only with the premium licence which are to be provided by Perfect Portal under the Agreement as set out in the Subscription Feature Sheet including (without limitation): (i) Branded Mobile Applications; (ii) branded email headers for Client End User emails and communications (iii) Website Widgets; (iv) SMS Client Matters updates; (v) in-app payment functionality; and (vi) panel manager and lead-gen integrations;
1.1.31 “Pre-existing Materials” means all Documents, information and materials provided by Perfect Portal relating to the Services which existed prior to the commencement of the Agreement, including computer programs, data, reports and specifications;
1.1.33 “Relevant Date” as defined in the Order where this is applicable;
1.1.34 “Services” means the services to be provided by Perfect Portal under the Agreement as set out in the Order and Subscription Feature Sheet, together with any other services which Perfect Portal provides or agrees to provide to the Client from time to time including (without limitation): (i) access to the Perfect Portal Solution; (ii) usage of the Website Widgets; (iii) usage of the Website; (iv) provision of the Perfect Portal Applications; and (v) if the Client subscribes for them pursuant to Clause 3, the Premium Features;
1.1.35 “Service Fees” means the setup and implementation fees, system training and ongoing support and the marketing pack with branded assets that are charged as a one-off payment payable on the Acceptance Date;
1.1.36 “Subscription Feature Sheet” means a document provided by Perfect Portal which lists the features included in a subscription to the Services;
1.1.37 “Term” as defined in Clause 1.9;
1.1.38 “Terms” means these terms and conditions of business as amended from time to time in accordance with Clause 1.9 and forms part of the Agreement;
1.1.39 “Third-Party Services” means the application programming interface (API), cloud applications, cloud service endpoints, data services, software, and content of third parties that is integrated with the Perfect Portal Solution to which the Client may access and connect to whilst using the Services;
1.1.40 “Third-Party Software” means any Open-Source Software and any software programs proprietary to third parties used in the Mobile Applications;
1.1.41 “VAT” means value added tax chargeable under the Value Added Tax Act 1994;
1.1.42 “Virus” means any thing or device (including any software, code, file or programme) which may a) 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 b)prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise) or c) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
1.1.43 “Vulnerability” means any weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and Vulnerabilities shall be interpreted accordingly;
1.1.44 “Website” means Perfect Portal’s website located at www.perfectportal.co.uk;
1.1.45 “Website Widgets” means application or a component of an interface that enables the Client to perform a function or access the conveyancing quote calculators, lead intake forms, login bar and client review services via the Perfect Portal Solution; and
1.1.46 “Year” means either: (i) the period of 12 months from the Commencement Date (or the Relevant Date if this is defined in the Order); or (ii) any subsequent period of 12 months from any anniversary of the Commencement Date (or the Relevant Date if this is defined in the Order).
1.2. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.3. Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
Basis of Contract, Commencement and Duration
1.4. The Order constitutes an offer by the Client to purchase the Services in accordance with these Terms.
1.5. The Order shall only be deemed to be accepted when Perfect Portal issues written or digital acceptance of the Order or by starting to provide the Client with the relevant Services, at which point, and on which date the Agreement shall come into existence (“Acceptance Date”).
1.7. These Terms apply to the Agreement to the exclusion of other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.8. Any quotation given by Perfect Portal shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.
1.9. Unless otherwise expressly stated in the Order, the Services supplied under the Agreement shall be supplied from the Commencement Date for an initial period of one (1) year and, after that, shall continue to be supplied on a rolling basis unless the Agreement or a Service provision, is terminated by one of the parties giving to the other party not less than 3 (three) months’ notice (unless terminated earlier by either party in accordance with Clause 14 of the Terms or any other provision of the Terms) (“Term”).
1.10. These Terms are subject to change from time to time to reflect changes in or requirements of the law, providers of Third Party Services and App Stores, or modifications or updates to the Services. The current version is published on the Website. Perfect Portal will notify the Client if any such change materially and adversely affects the Client’s rights under the Agreement and the Client will have a right to terminate the Services or part of them at no additional cost within 14 Business Days of being notified of the change. By continuing to use or access the Services after any revisions come into effect, the Client agrees to be bound by the revised terms.
2.1. Access to the Services is subject to the availability of resources and Perfect Portal gives no undertaking or guarantee regarding the date of access to, and provision of the Login Details for, the Services. The Client is responsible for providing all In-put Material that Perfect Portal requires in order to provide access to and provide the Login Details for the Services. Perfect Portal does not accept responsibility for the accuracy of the In-put Material.
2.2. Access to the Services is also subject to the Client complying with clause 6.
2.3. Unless the Client advises Perfect Portal in writing within 14 Business Days of the Commencement Date, access to the Services will be deemed to have been properly installed and made available to the Client.
2.4. The Named Users may access and use the Services on multiple devices. However, only one device per Named User may be used at any one time.
2.5. The number of Named Users cannot be reduced during the Term but can be increased by the Client by giving notice to Perfect Portal in writing. Perfect Portal may charge the Client an administration fee for making any changes to the Named Users.
2.6. For the avoidance of doubt, if the Client engages any third party (such as a consultant) to carry out any work in connection with the Services, the Client is responsible for any such associated charges (which shall be subject to any agreement in place between the Client and any such third party).
2.7. From time to time Perfect Portal may update the Mobile Applications and change the Services available to improve performance, enhance functionality, reflect changes to the operating system or App Store rules and policies, or address security issues. Alternatively, Perfect Portal may ask the Client and/or the Client End User to install an update (or a replacement application) of the Mobile Applications for these reasons.
2.8. If the Client and/or the Client End User chooses not to install such updates/replacement application, the Client or the client End Users may not be able to continue using the Mobile Applications. The Client acknowledges that the warranties given in Clause 4 shall not apply if the Client or the Client End Users choose not to install such updates/replacement application. For this reason, it is recommended that Mobile Devices are set to automatically update the Mobile Applications.
2.9. The ways in which the Client or the Client End Users can use the Mobile Applications may also be controlled by the applicable App Store and its rules and policies. Those rules and policies will apply instead of these Terms where there are differences between the two.
3.1. Following the Commencement Date, the Client may subscribe for the Premium Features by notifying Perfect Portal in writing or via the Perfect Portal Solution. Once access has been granted to the Client for the Premium Features, the Client will be upgraded automatically to the premium licence.
3.2. The Client is responsible for providing its company logo, branding and colour scheme to Perfect Portal that the Client would like incorporated as part of the Premium Features.
3.3. Where the Client requests a Branded Mobile Application, Perfect Portal and the Client will agree the configuration requirements to the Perfect Portal unbranded Mobile Application and the Client shall provide Perfect Portal with its brand, its logo and colour scheme for incorporation into the Branded Mobile Application.
3.4. The Client’s use of the Premium Features may be subject to the Client entering into and complying with further agreements in respect of the development of the relevant Premium Features.
4.1. Perfect Portal shall provide the Services to the Client in accordance with these Terms, and shall provide the following additional benefits:
4.1.1. rolling research, development and improvement (upgrades and iterative developments);
4.1.2. access to the remote National Helpdesk Services;
4.1.3. hosting of the Data on Perfect Portal’s hosting servers subject to Clause 4.6; and
4.1.4. access to the free training videos for the Client’s support staff and lawyers.
4.2. Perfect Portal shall use reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time for performance by Perfect Portal shall not be of the essence for the performance of the Services.
4.3. Perfect Portal warrants to the Client that the Services will be provided using reasonable care and skill.
4.4. Perfect Portal shall make available to the Client via telephone and email only the National Helpdesk Services in connection with the Services from 8.30 am to 5.30 pm on Business Days and in accordance with the following provisions:
4.4.1. if the Services are not working Perfect Portal will provide upgrades (or a manual work around) free of additional charges provided that the Client has paid all and any outstanding invoices;
4.4.2. Perfect Portal shall use its reasonable endeavours to ensure the Services are operational as soon as reasonably practicable after receiving a support request to the National Helpdesk Service from the Client; and
4.4.3. Perfect Portal is unable to rectify hardware, operating Services or network problems, or problems relating to any third-party software (which is the responsibility of the Client and its ITC).
4.5. The Services are subject to the limitations inherent in the use of the App Store, internet and other third-party communication software and devices, and Perfect Portal accepts no liability for delays, delivery failures, or other damage resulting from their use.
4.6. Perfect Portal shall follow its internal archiving and backup procedures for hosting of the Data and confirms that such procedures are in alignment with good industry practice. In the event of any loss or damage to the Data, the Client's sole and exclusive remedy against Perfect Portal shall be for Perfect Portal to use reasonable commercial endeavours to restore the lost or damaged Data from the latest back-up maintained by Perfect Portal in accordance with its internal archiving and backup procedures. Perfect Portal shall not be responsible for any loss, destruction, alteration or disclosure of Data caused by any third party outside of Perfect Portal’s reasonable control.
5.1. The Client acknowledges that part of the Services may be integrated with Third-Party Services. Such Third-Party Services will be provided by the following third parties (as amended or added to from time to time by Perfect Portal and communicated to the Client in accordance with Clause 1.9):
5.2. Perfect Portal does not control or own any Third-Party Services, and the access to and use of such Third-Party Services, including the availability and uptimes related to such Third-Party Services, is solely determined by the relevant third parties that control such Third-Party Services. Perfect Portal shall not be liable for any downtime, discontinuation, or any other issues with or caused by the Third-Party Services that are outside Perfect Portal’s reasonable control. In order to access and use a Third-Party Service, the applicable third party may require that the Client or Client End User agree to terms and conditions and require additional consents with such third party in order for the Client and the Client End User to access, connect to and use the applicable Third-Party Service via the Perfect Portal Solution.
6.1. The Client shall:
6.1.1. ensure that the terms of the Order are complete and accurate;
6.1.2. co-operate with Perfect Portal in all matters relating to the Services;
6.1.3. safeguard the Login Details and ensure other third parties do not have access to the Login Details (including passwords);
6.1.4. immediately notify Perfect Portal of any actual or suspected loss, theft or unauthorised use of the Services or Login Details (including passwords);
6.1.5. conduct its own due diligence regarding the suitability of the Services based upon its own skill and judgement;
6.1.6. provide, in a timely manner, such In-put Material and other information as Perfect Portal may reasonably require, and ensure that it is accurate in all material respects;
6.1.7. comply with any terms and conditions as supplied by a third party in relation to the Third-Party Services, Third-Party Software or App Stores;
6.1.8. in respect of Branded Mobile Applications:
126.96.36.199. set up and maintain an App Store account as a “provider” (and pay all associated fees) (“App Store Account”);
188.8.131.52. perform such actions as required by Perfect Portal in order to allow Perfect Portal to manage and upload the Branded Mobile Application to the App Store and/or App Store Account and to ensure the protection of Perfect Portal’s Intellectual Property Rights;
184.108.40.206. set Perfect Portal as an “authorised developer” under the App Store Account and not to appoint any other third party as an “authorised developer” without Perfect Portal’s prior written consent;
220.127.116.11. not alter, copy, disclose any Perfect Portal Owned Software to any third party without Perfect Portal’s prior written consent;
18.104.22.168. ensure that only Perfect Portal has access to manage the Branded Mobile Applications under the App Store Account; and
22.214.171.124. remove the Branded Mobile Application from the App Store and App Store Account should this Agreement end for any reason;
6.1.9. ensure that it does not cause Perfect Portal to be in breach of any of the terms and conditions of the providers of Third Party Software, Open-Source Software or App Stores;
6.1.10. take reasonable steps not to introduce any Virus or Vulnerability to Perfect Portal Owned Software or any other software which is incorporated into the Perfect Portal Applications or the network and information systems of Perfect Portal; and
6.1.11. when utilising a Branded Mobile Application, be responsible for uploading the Branded Mobile Application into the App Store and shall ensure that the terms and conditions of use of any App Store or Mobile Device used do not conflict with any of the terms of ownership detailed in this Clause 10; and
6.2. The Client shall not, nor authorise any third party to:
6.2.1. reproduce, copy, download, scrape, store, re-publish, transmit, transfer, communicate, distribute, disseminate, sell, rent, lend or otherwise use the Services, or any part of the Services, or the Mobile Applications in any form or by any means;
6.2.2. make the Services (save for the Perfect Portal Applications) available to any person other than the Named Users;
6.2.3. use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise breaches any Intellectual Property Right or other right of any person, or that otherwise breaches any law, regulation, or other legal requirement;
6.2.4. convert material downloaded from the Services or the Mobile Applications into an electronic format other than the one in which it was supplied;
6.2.5. reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the Services or Mobile Applications or reproduce all or any portion of the said components except as permitted by law;
6.2.6. combine the whole or any part of the data available on the Services or Mobile Applications with any other software, data or material; or
6.2.7. redistribute content from the Services or Mobile Applications (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.
6.3. The Client is solely responsible for any activity conducted via the Services using the Login Details. Perfect Portal shall not be liable for any unlawful or unauthorised access to the Services as a result of the Client’s failure to safeguard the Login Details.
6.4. The Client shall fully indemnify Perfect Portal in respect of any loss, penalty, fines, costs or expenses whatsoever suffered or incurred whatsoever arising as a result of any unauthorised use of the Services that arises from any failure by the Client to safeguard the Login Details.
6.5. If Perfect Portal’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Perfect Portal shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
7.1. The Client shall be responsible for ensuring the ITC is compatible with the Services and the Client hereby acknowledges that:
7.1.1. the Services may not operate properly (or at all) if up-to-date versions of the internet browser are not accessible by the Client;
7.1.2. 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 the Client’s hardware that may interfere with the way that the Services operate;
7.1.3. it is the Client’s responsibility to ensure that the ITC is properly maintained and is not changed in a way that may adversely affect access to the Services;
7.1.4. any work done by Perfect Portal due to any failure by the Client to comply with Clause 7.1.1 to Clause 7.1.3, may be charged to the Client at Perfect Portal’s standard development rates;
7.1.5. during the Term, Perfect Portal can require mandatory upgrades of the Services to newer versions. This will happen if the Services or any third-party component used by Perfect Portal ceases to be supported by their respective vendors, or if Perfect Portal determines that support of the existing version is no longer viable. In such circumstances, Perfect Portal will offer the upgrade free of any additional fees but may charge fees for data conversion or refer the Client to a Perfect Portal partner who may also charge additional fees. Should you refuse to accept an upgrade relating to the Services, Perfect Portal reserves the right to immediately terminate the Services pursuant to Clause 14.2.2; and
7.1.6. Perfect Portal reserves the right to refrain from providing the National Helpdesk Services to the Client if the Client’s hardware or software of any part of its ITC is non-compliant.
8.1. The Client hereby further acknowledges that:
8.1.1. Perfect Portal does not warrant or represent that any legal or accounting information, precedents, letters, documents or examples that may be provided to the Client from time to time are correct or up-to-date;
8.1.2. the Services are being provided on an “as is” and “as available” basis and Perfect Portal does not guarantee, represent or warrant that the Client’s use of the Services will be uninterrupted or error-free;
8.1.4. Perfect Portal does not provide any legal advice or legal services, or accounting or bookkeeping advice by providing the Services; and
8.1.5. any legal information, practice guides, legal forms, precedents, letters or documents are provided as examples only and are provided on the basis that the Named Users are suitably qualified or working under suitably qualified personnel and will rely on their own knowledge and enquiries as to the accuracy and currency of any information contained in the Services.
9.1. In consideration of the provision of the Services by Perfect Portal, the Client shall pay the Charges (being the Licence Fees and Service Fees as set out in the Order (plus VAT, where appropriate)).
9.2. Perfect Portal shall invoice the Client for the License Fees and Service Fees that are payable monthly in arrears (and VAT, where appropriate) unless otherwise stated in the Order. The Client shall be invoiced monthly in arrears in respect of the Premium Fees which shall be determined by the number of Instructions during the preceding month. All invoices shall be submitted by Perfect Portal to the Client to the email address set out in the Order, or to such other email address as the Client may specify to Perfect Portal from time to time.
9.3. The Client shall pay each invoice submitted to it by Perfect Portal, in full and in cleared funds, within fourteen (14) Business Days of receipt (unless otherwise specified on the relevant invoice) by way of direct debit only using a transaction agent nominated by Perfect Portal in writing.
9.4. Without prejudice to any other right or remedy that Perfect Portal may have, if the Client fails to pay Perfect Portal on the due date, the Client (at Perfect Portal’s sole discretion) shall pay interest on the overdue amount at the rate of 8% per annum. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. The Client shall pay the interest together with the overdue amount.
9.5. In the event of any direct debits failing for two or more months, the total outstanding amount due for the Services in respect of the relevant Year, shall be immediately due and payable. A dishonour fee may also be charged by Perfect Portal for each failed direct debit.
9.6. All amounts due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9.7. All charges are exclusive of VAT unless otherwise expressly stated on the Order.
9.8. In the event of any debt of the Client being handed to a collections agency, the Client hereby acknowledges that it will be liable for all legal costs in connection with the collection of the debt.
9.9. Perfect Portal may apply an increase to the Licence Fee, Premium Fees and Service Fees towards the end of each Year based on the annual percentage rate of inflation according to RPI (or its replacement) taking effect on the anniversary of the Commencement Date or Relevant Date subject to notification by Perfect Portal of at least 4 weeks written notice. Any Orders placed after the end of the notice period shall be subject to the updated fees as varied by the notice.
10.1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client and the Third-Party Services) including the Pre-existing Materials and the Perfect Portal Owned Software shall be owned by Perfect Portal.
10.2. Perfect Portal licenses all such rights to the Client free of charge and on a non-exclusive, non-transferable, worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Services including any Branded Mobile Application and Pre-existing Materials in its business for the purposes of supplying legal and conveyancing services including in the case of the Mobile Applications the non-exclusive non-transferable right to use the Perfect Portal Owned Software on the Mobile Devices used by the Client and to sub-license the Perfect Portal Owned Software to any Client End Users. Provided that such licence is subject to the Client complying with this Agreement.
10.3. Perfect Portal shall provide the Third Party Services and Third-Party Software to the Client under the standard licence terms provided by the relevant third parties, copies of which shall be provided to the Client, and the Client agrees to be bound to the relevant third parties by such licence terms.
10.4. Perfect Portal reserves the right to grant a licence to use the Perfect Portal Owned Software to any other party or parties, and the Client acquires no rights in or to the Perfect Portal Owned Software other than those expressly granted by the Agreement.
10.5. If the Agreement expires or is terminated for any reason, this all licences will automatically terminate. However, it is acknowledged that Client cannot ensure that each Client End User deletes the Mobile Applications from its Mobile Device.
10.6. Other than expressly permitted in Clause 10.2, the Client shall not sub-license, assign or otherwise transfer the rights granted in this Clause 10.
10.7. The Client owns all Intellectual Property Rights in the Data, its brand, its logo and its trade marks and hereby grants Perfect Portal a non-exclusive, non-transferable right and licence to use such Intellectual Property Rights for the purposes of providing and supplying the Services including any Branded Mobile Application.
10.8. If a third party claims, or Perfect Portal believes a third party may bring a claim that the Services, Perfect Portal Solution, Perfect Portal Applications or Mobile Applications infringe any third party Intellectual Property Rights, then Perfect Portal may at its sole discretion:
10.8.1. replace all or part of the Mobile Applications with functionally equivalent software without any charge to the Client;
10.8.2. modify the Mobile Applications as necessary to avoid such infringement;
10.8.3. procure for the Client a licence from the relevant third party to continue using the Mobile Applications; and
10.8.4. terminate this Agreement immediately on written notice to the Customer and provide the Client with a pro-rata refund of any Charges paid in advance for a period after the termination of this Agreement.
10.9. Clause 10.7 sets out the Client’s sole remedy in the event of a claim by a third party that the Mobile Application does or potentially infringes that third party’s Third-Party Software.
For the purposes of this Clause 11, the terms "commissioner”, “controller”, “processor”, “processing”, “data subject”, “personal data”, “personal data breach” and “appropriate technical and organisation measures” shall have the meanings given under the relevant Data Protection Legislation.
11.1. The Client and Perfect Portal acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and Perfect Portal is the data processor in connection with the provision of the Services from Perfect Portal to the Client. For the avoidance of doubt, any reference to personal data under the Agreement shall mean any personal data which Perfect Portal processes in connection with this Agreement, in the capacity of a processor on the Client’s behalf, and the scope, nature and purpose of such processing by Perfect Portal, the duration of that processing and the types of personal data and categories of data subject are as set out in Clause 11.10 and which is provided by the Client to Perfect Portal or to which the Client grants Perfect Portal access in connection with the performance of the Services.
11.2. Perfect Portal shall, in relation to any personal data processed in connection with the performance by Perfect Portal of its obligations under the Agreement:
11.2.1. Process that personal data only for the purposes of performing its obligations under the Agreement and in accordance with the written instructions given by the Client from time to time unless Perfect Portal is required by Data Protection Legislation to otherwise process that data;
11.2.2. Ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, such personal data;
11.2.3. Ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
11.2.5. Assist the Client (at the Client’s reasonable 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 and, in particular, Perfect Portal shall within a reasonable timescale notify the Client if it receives any complaint, notice or communication (whether from the commissioner, any data subject, supervisory authority or other third party) which relates to processing of personal data;
11.2.6. Notify the Client without undue delay on becoming aware of a personal data breach;
11.2.7. Maintain adequate records, and on the Client’s request, make available such information as the Client may reasonably request, and allow for and submit our premises and operations to audits, including inspections, by the Client and it’s designated auditor, to demonstrate its compliance with this Clause 11.2; and
11.2.8. At the written direction of the Client, delete or return relevant personal data to the Client as soon as reasonably practicable on termination or expiry of the Agreement except for copies that Perfect Portal may retain for audit or archiving or unless otherwise required by Data Protection Legislation to continue to process such personal data.
11.4.1. shall ensure that the terms on which Perfect Portal appoint such third-party processors comply with applicable Data Protection Legislation, and are consistent with the obligations imposed on Perfect Portal in this Clause 11;
11.4.2. shall remain responsible for the acts and omission of any such third-party processor as if they were the acts and omissions of Perfect Portal; and
11.4.3. shall inform the Client of any intended changes concerning the addition or replacement of the third-party processors, thereby giving the Client the opportunity to object to such changes.
11.5. The Client warrants that all personal data that it provides to Perfect Portal has been lawfully obtained and that the receipt, possession or use of that personal data in accordance with the Agreement will not place Perfect Portal in breach of any applicable Data Protection Legislation or infringe any third-party rights.
11.6. The Client shall ensure it obtains informed consent from data subjects in respect of the processing of any personal data that is personal to them (or otherwise have another valid lawful basis for processing or transferring their personal data), in accordance with Clause 11.3 as may be required by third-party processors and all applicable Data Protection Legislation and regulations from time to time and (without limitation) the following specific obligations:
11.6.1. the Client 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 the Client to Perfect Portal and to the processing of their personal data by Perfect Portal in respect of the Services to be supplied under the Agreement or otherwise have another valid lawful basis for processing (or transferring) their personal data;
11.6.3. the Client shall maintain such documentation as is required under the Data Protection Legislation in respect of its obligations as controller of the personal data;
11.6.4. the Client shall ensure that a data protection officer is designated at all times for the duration of the Agreement, as is required under all applicable Data Protection Legislation;
11.6.5. the Client shall conduct impact assessments before undertaking any processing of personal data; and
11.6.6. the Client shall implement appropriate technical and organisational measures to ensure an appropriate level of security to protect personal data.
11.7. The Client shall fully indemnify Perfect Portal in respect of any loss, penalty, fines, costs or expenses whatsoever suffered or incurred whatsoever arising directly or indirectly as a result of: (i) the Client failing to comply with its obligations under this Clause 11; or (ii) any breach by the Client of any Data Protection Legislation.
11.8. Perfect Portal shall fully indemnify the Client in respect of any loss, penalty, fine, costs or expenses suffered or incurred arising directly as a result of Perfect Portal failing to comply with its obligations under Clauses 11.2 and 11.3.
11.9. The Client hereby acknowledges that:
11.9.1. Perfect Portal may monitor its usage of the Perfect Portal Applications to assist Perfect Portal in improving its services. Any information collected will exclude personal data and document viewing sessions and only used internally by Perfect Portal; and
11.9.2. Perfect Portal may disclose personal data provided by the Client to its affiliated organisations for the purposes of providing the Services only.
11.10. Scope, Purpose, Duration etc of processing of personal data
11.10.1. Scope: Perfect Portal provide a conveyancing and legal software service and online platform that enables the Client to connect with agents, mortgage brokers and Client End Users to undertake Client End User onboarding, matter updates, payment on account, e-signatures, completion of TA forms digitally, website lead intake forms and conveyancing calculators.
11.10.2. Nature and purpose: Processing personal data consists of the following: collecting, sorting, saving, transferring, restricting and deleting personal data. The personal data is processed for the purpose of allowing the Client to undertake Client End User onboarding, matter updates, payment on account, e-signatures, completion of TA forms digitally, website lead intake forms and conveyancing calculators and to allow Perfect Portal to provide the Services as purchased by the Client.
11.10.3. Duration: Processing shall begin on the Client’s provision of personal data to Perfect Portal and be carried out for the duration of the Agreement or until the Client notifies Perfect Portal that it no longer wishes Perfect Portal to process the personal data.
11.10.4. Types of personal data: Personal data entered by the Client or Client End User in the process of using the Services and which may include names, addresses, email addresses, contact phone numbers, payment information (credit card or bank details) and IP address.
11.10.5. Categories of data subject: The Client’s staff/personnel and Client End Users.
12.1. Each party undertakes that it shall not at any time during the Agreement, and after the termination of the Agreement, disclose to any person technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to it by the other party.
12.2. Each party may disclose the other party’s confidential information:
12.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Clause 12; and
12.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.1. Nothing in the Agreement shall limit or exclude Perfect Portal’s liability for:
13.1.1. death or personal injury caused by its negligence;
13.1.2. fraud or fraudulent misrepresentation; or
13.1.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
13.2. Subject to Clause 13.1, Perfect Portal shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:
13.2.1. loss of profits;
13.2.2. loss of sales or business;
13.2.3. loss of agreements or contracts;
13.2.4. loss of anticipated savings;
13.2.5. loss of or damage to goodwill;
13.2.6. loss of use or corruption of software, data or information; and
13.2.7. any indirect or consequential loss.
13.3. Subject to Clause 13.1 and Clause 13.2, Perfect Portal’s total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement shall be limited to, in respect of all claims (connected or unconnected), the equivalent of the total charges paid by the Client to Perfect Portal under the Agreement during the twelve (12) months immediately preceding the date on which the claim arose.
13.4. The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.
14.1. Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
14.1.1. the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) Business Days after being notified in writing to do so;
14.1.2. 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 (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
14.1.3. 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 any of its creditors;
14.1.4. 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 (being a company);
14.1.5. 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 (being a company);
14.1.6. the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
14.1.7. a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
14.1.8. 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 fourteen (14) Business Days;
14.1.9. 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 14.1.2 to Clause 14.1.8 (inclusive); or
14.1.10. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
14.2. Without affecting any other right or remedy available to it, Perfect Portal may terminate the Agreement with immediate effect by giving written notice to the Client if:
14.2.1. the Client fails to pay any amount due under the Agreement on the due date for payment;
14.2.2. the Client refuses to accept an upgrade relating to the Services pursuant to Clause 7.1.5;
14.2.3. the Client is in or could become in breach or causes Perfect Portal to be in or could become in breach of the terms of any App Store; or
14.2.4. there is a change of control of the Client.
14.3. Without affecting any other right or remedy available to it, Perfect Portal may suspend the supply of the Services under the Agreement if:
14.3.1. the Client fails to pay any amount due under the Agreement on the due date for payment;
14.3.2. the Client becomes subject to any of the events listed in Clause 14.1.2 to Clause 14.1.8 or Perfect Portal reasonably believes that the Client is about to become subject to any of them;
14.3.3. Perfect Portal determines (at its sole discretion) that it is necessary to periodically maintain or improve the Services;
14.3.4. the Client is in or could become in breach or causes Perfect Portal to be in or could become in breach of the terms of any App Store; or
14.3.5. Perfect Portal (acting reasonably) determines that the Client is using the Services in a manner that constitutes a breach of the Agreement or is likely to be found illegal.
15.1. On termination or expiry of the Agreement:
15.1.1. the Client shall immediately cease to use the Services and shall not have any access to the Services;
15.1.2. the Client shall immediately delete the Mobile Applications from the App Stores and App Store Accounts;
15.1.3. the Client shall immediately pay to Perfect Portal all of Perfect Portal’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, Perfect Portal may submit an invoice, which shall be payable immediately on receipt;
15.1.4. the Client shall return all of the Pre-existing Materials within 30 Business Day;
15.1.5. the Client shall within 30 Business Days make arrangements with Perfect Portal to extract the Data from the Perfect Portal Solution (save where the Agreement is terminated by Perfect Portal pursuant to Clause 14.1.10, in which case the Client shall have no access to the Data); and
15.1.6. the following clauses shall continue in force: Clause 10 (Intellectual property rights), Clause 11 (Data Protection), Clause 12 (Confidentiality), Clause 13 (Limitation of liability), Clause 22 (Conflict), Clause 26 (Governing law and Jurisdiction).
15.2. Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
Neither party shall in any circumstance be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, and in such circumstance, the affected party shall be entitled to a reasonable extension of the time for performing such obligations or, in the case of Perfect Portal, to cancel the provision of the Services or reduce the volume of the Services ordered by the Client provided that if the period of delay or non-performance continues for thirty (30) days or more, the party not affected may terminate the Agreement by giving thirty (30) Business Days written notice to the other party.
17.1. The Agreement is personal to the Client and the Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement.
17.2. Perfect Portal may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under the Agreement provided that Perfect Portal gives prior written notice of such dealing to the Client.
A failure or delay by a party to exercise any right or remedy provided under the Agreement by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
The rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 20 shall not affect the validity and enforceability of the rest of the Agreement.
21.1. The 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.
21.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.
21.3. Nothing in this Clause 21 shall limit or exclude any liability for fraud.
If there is an inconsistency between any of the provisions of these Terms and the provisions of the Order, the provisions in these Terms shall prevail.
23.1. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
23.2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Subject to Clause 17, no one other than a party to the Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
25.1. Any notice given to a party under or in connection with the Agreement shall be in writing (and in the case of Perfect Portal, shall be marked for the attention of Perfect Portal’s Manager and in the case of the Client, shall be marked for the attention of the Client Manager) and shall be delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case).
25.2. Any notice shall be deemed to have been received:
25.2.1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
25.2.2. if sent by pre-paid first-class post or other next Business Day delivery services, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
25.3. For the purposes of Clause 25.1, and calculating deemed receipt:
25.3.1. all references to time are to local time in the place of deemed receipt; and
25.3.2. if deemed receipt would occur in the place of deemed receipt on a Saturday or Sunday or a public holiday when banks are not open for business, deemed receipt is deemed to take place at 9.00 am on the day when business starts in the place of receipt.
25.4. This Clause 25 does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
26.1. The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
26.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.