Our Terms Of Use

1. Definitions

In these Terms and Conditions the following expressions shall have the following meanings:

1. "Agreement" means these Terms and Conditions together with any quotation and Service Specification.
2. "Usage Schedule" means a statement detailing the usage of the Service by the User.
3. "Contract Date" means the date on which the Agreement is entered into, being the date on which the User begins using the Service.
4. "One23" means 123-Insureme Limited, a company registered in England and Wales, company number 08433594, whose registered office is at Ground Floor, 2 Woodberry Grove, London N12 0DR.
5. "Service" means the service(s) One23 will provide to the User for the term of the Agreement as specified in the quotation and Service Specification.
6. "Service Specification" means the information provided to the User specifying the Service that will be provided.
7. "Minimum Period" means the period, commencing from the Start Date, for which the User is committed to using and paying for the Service and for which One23 is committed to providing the Service.
8. "Usage Charges" means the payments made by the User to One23 in respect of usage of other services as defined in the Usage Schedule.
9. "Service Charges" means monthly, quarterly or annual charges payable to One23 by the User in return for One23 maintaining and/or operating the Service as specified in the Service Specification.
10. "Set Up Charges" means charges payable to One23 by the User in return for One23 designing, developing, testing and/or deploying the Service as specified in the Service Specification.
11. "Direct Debit" means an authority that the User gives to One23 to allow One23 to take charges directly from the User's bank account.
12. "Start Date" means the date, after design and testing, that the Service is suitable for commercial service, usually 30 days from the Contract Date unless otherwise stated.
13. "Term" means a period commencing on the Start Date and ending on the date determined under paragraph 4 below.
14. "User" means the person or entity with which One23 enters into the Agreement.

2. The Service

1. One23 will supply the Service to the User throughout the Term in consideration of the User paying to One23 Set Up Charges, Service Charges and Usage Charges.
2. The User will provide such assistance as One23 may reasonably require to enable One23 to provide the Service to the User.
3. In its use of the Service the User will comply at all times with:
   1. the Data Protection Act 1998 or any subsequent amendment to or replacement of that act;
   2. the Privacy and Electronic Communications (EC Directive) Regulations 2003 or any subsequent amendment to or replacement of that act.
4. The User shall not use the Service for any improper or unlawful purpose or in a manner which is offensive and the User shall comply with the terms of the Agreement including using the Service only for the purpose set out in the Service Specification and shall comply with any reasonable instructions which One23 may from time to time issue relating to the Service.
5. The User agrees that the content of the Service may be monitored and that One23 may terminate this Agreement forthwith by giving notice to the User if the Service is found to be operated otherwise than in accordance with the terms of the Agreement and any instructions issued by One23 relating to the Service from time to time.

3. Payment Terms

1. The User will pay to One23 Set Up Charges, Service Charges and Usage Charges in accordance with the payment terms set out in this paragraph 3.
2. Where One23 offers credit terms to the User, all charges are due for payment strictly 14 days from the date of invoice. One23 reserves the right to request at any time that the User should make suitable payment to One23 if the User's credit limit is approached. Failure of the User to comply with this request or failure to make a payment by the due date shall be deemed to be a breach of the Agreement which shall entitle One23 to terminate the Agreement forthwith by giving notice to the User.
3. Where credit is not offered to the User, One23 reserves the right to request reasonable pre-payment from the User in respect of Service Charges. Failure of the User to comply with such a request shall be deemed to be a breach of the Agreement which shall entitle One23 to terminate the Agreement forthwith by giving notice to the User
4. One23 requires that charges are paid by Direct Debit unless otherwise agreed in writing.
5. One23 reserves the right to amend the Set Up Charges if the time and resources used by One23 during development of the Service for the User materially exceed those estimated. In such circumstances the User may be asked (at One23's discretion) either to pay the extra costs or to curtail their requirements accordingly.
6. All rates and charges specified in any terms, quotations, Usage Schedules or other documentation are subject to VAT at the rate prevailing unless otherwise specified

4. Term

1. Where a Minimum Period has been specified in the Service Specification the Agreement shall (subject to the provisions for earlier termination contained in these Terms and Conditions) continue until the end of the Minimum Period and thereafter shall continue in force unless and until terminated by either party giving to the other not less than 28 days' prior written notice, such notice to expire at any time after the end of the Minimum Period.
2. Where no Minimum Period has been specified, the Agreement shall (subject to the provisions for earlier termination contained in these Terms and Conditions) continue in force unless and until terminated by either party giving to the other not less than 14 days' prior written notice to expire at any time.
3. In addition to termination under paragraphs 3(b) or 3(d) for failure by the User to make payments due, One23 shall be entitled to terminate the Agreement forthwith by notice:
   1. in the event that the User has committed a material breach of the provisions of the Agreement provided always that in the case of a breach which is capable of remedy One23 shall have identified the breach concerned and requested that the User remedy it and the User shall not have remedied the breach within the period of 30 days from being notified of the breach concerned;
   2. if the User shall have a Receiver, Administrative Receiver or Administrator appointed, or shall enter compulsory or voluntary liquidation.
4. Upon termination of the Agreement all outstanding charges must be paid forthwith by the User to One23.

5. Intellectual Property Rights

1. You acknowledge that any and all copyright, trademarks, trade names, patents and other intellectual property rights ("Intellectual Property Rights") subsisting in or used in connection with the Software and systems shall be and remain the sole property of us or any other party identified.
2. You shall not during or at any time after the expiry or termination of this Agreement, in any way, question or dispute the ownership of the intellectual property rights.

6. Indemnity

1. 1 You shall indemnify us against any claims, proceedings, losses, liabilities, damages, charges and expenses (including reasonable costs) of whatever nature arising out of or in connection with any claim or action made against us relating to a breach by you of your obligations under this Agreement.
2. Where a person makes a claim against you, stating that our Licenced Software, New Versions or Error Fixes infringe their intellectual property rights, we will indemnify you in respect of all direct damages arising from the claim made against you provided that you:
   1. have not done, permitted or suffered to be done anything which may have been or become an infringement of any Intellectual Property Rights;
   2. notify us in writing of such claim within 30 days from receiving notice of the claim;
   3. give us sole control over the defence proceedings and
   4. 4 give us the information, authority and assistance that we may reasonably require in relation to the claim.

7. Force Majeure

1. We shall not be responsible for any delays in providing, or any failure to perform any of our obligations under this Agreement due to any occurrence, event or cause beyond our reasonable control including but not limited to the failure of power supply, strike or lock out, act of God, war, riot, explosion, abnormal weather conditions, fire, flood, government action, delay by suppliers, accidents, and shortage of materials or labour.

8. General

1. You may not assign or otherwise transfer all or any of your rights or obligations under this Agreement without our prior written consent.
2. This Agreement constitutes the entire agreement between you and us in relation to its subject matter and supersedes all prior agreements and understanding, whether oral or written, with respect to that subject matter.
3. No party has relied on any representation or promise except as expressly set out in this Agreement.
4. We reserve the right to amend these terms and conditions as required from time to time, provided that we will give you no less than 14 days written notice of such amendments. You will have 14 days from receiving the notice to review the amendments and submit any questions or concerns to us, and if you do not exercise this right, you will be deemed to have accepted the amended terms and conditions.
5. No exercise or failure to exercise or delay in exercising any right, power or remedy vested in either of us under or pursuant to this Agreement shall constitute a waiver by either of us or any other right power or remedy.
6. Any waiver by either of us of a breach of any provision of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision thereof.
7. If any provision of this Agreement is declared by any judicial or other competent authority to be illegal, void, voidable or otherwise unenforceable or indications to that effect are received by either of us from any competent authority, then that provision shall be limited or eliminated to the minimum extent necessary, so that the Agreement shall otherwise remain in full force and effect and enforceable.
8. Except as provided in this Agreement no term is enforceable under the Contract (Rights of third parties) Act 1999 by a person who is not a party to this Agreement.

9. Notices

1. Any notice or other information required or permitted to be given by either of us under this Agreement shall be deemed to have been validly given, if served personally on the other or if sent by first-class pre-paid post to the other's last known address. If sent by first class pre-paid post, the notice shall be deemed to have been received 2 working days after the date of posting. If any such notice or other information is given by means of e-mail, facsimile or other immediate form of communication, then notice shall be deemed to have been received on the same day, provided it is sent within normal working hours or if sent outside normal working hours on the next working day.

10. Jurisdiction & Governing Law

1. This Agreement shall be governed by and construed in all respects in accordance with English Law and both of us here to submit to the exclusive jurisdiction of the English courts.