Terms of Use

Portalsys Ltd offers a range of products and services to assist with the automation of bookkeeping. What we refer to collectively as the “Portalsys Ltd Products” incorporates:

the processes Portalsys Ltd provides for extracting data from Items;

all services Portalsys Ltd provides to its Partners;

any other services that Portalsys Ltd chooses to offer in the future;

the Portalsys Ltd website; and

the Portalsys Ltd Technology.

Portalsys Ltd Products are provided on and in accordance with the terms and conditions outlined below (the “Terms and Conditions”) by Portalsys Ltd Limited, a limited company registered in England and Wales (registered number 09359586) with its registered office at 10 Harmer Street Gravesend Kent DA12 2AX (“Portalsys Ltd”, “we” or “us”).

These Terms and Conditions are drafted with reference to English law and Portalsys Ltd believes that English law provides a robust but business-friendly legal framework for both itself, its Users and its Partners.

Portalsys Ltd provides certain of the Portalsys Ltd Products in two main ways:

1. to our Partners (as defined below), including accountancy firms and bookkeepers, who in turn make the Portalsys Ltd Products available to their Partner Users (as defined below). Where an obligation or term of these Terms and Conditions applies to both Users and Partners, we refer to them collectively as “you”; and

2. to users who sign up with Portalsys Ltd directly without an associated Partner relationship (“Users”).

What is your Relationship with Portalsys Ltd?

These Terms and Conditions apply to any use of the Portalsys Ltd Products and are binding on you from the time that we provide you with access to the Portalsys Ltd Products. These Terms and Conditions are the legal agreement between you and Portalsys Ltd and govern your use of the Portalsys Ltd Products.

By registering to use the Portalsys Ltd Products you acknowledge that you have read and understood these Terms and Conditions and have the authority to act on behalf of any person for whom you are using the Portalsys Ltd Products. If you do act on behalf of any other person when using the Portalsys Ltd Products, you are deemed to have agreed to these Terms and Conditions on their behalf.

These Terms and Conditions will continue in effect until either you or Portalsys Ltd terminates them in the manner described below.

Definitions

“Account”

Account means the User or Partner (as applicable) account registered in your name or the business on whose behalf you sign up and to which we provide the Portalsys Ltd Products.

“Confidential Information”

Confidential Information means any information of a confidential nature (regardless of whether or not such information is recorded in any physical, electronic or other media) concerning either you or us which is confidential, commercially sensitive and not in the public domain (whether or not marked confidential).

“Intellectual Property Rights”

Intellectual Property Rights means any patent, trade mark, service mark, database right, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

“Data” and “Items”

Data means any and all data or information that is uploaded to the Portalsys Ltd Products or otherwise provided to Portalsys Ltd, including receipts, bills, invoices or other purchase cost related documents (together “Items”), together with any data or information extracted from such Items.

“Fees”

Fees means the fees that you are required to pay to access the Portalsys Ltd Products in accordance with the Plan you are on from time to time. Portalsys Ltd may vary the Fees from time to time, in accordance with these Terms and Conditions.

“Partner”

Partner means accountancy firms, bookkeepers and other professional and business services providers who have signed up to a Partner Plan that allows them to make the Portalsys Ltd Products available to their clients. References to a Partner in the context of a particular Partner User means the particular Partner who runs the Partner Account to which that Partner User’s Account is linked. For the avoidance of doubt, no partnership (as defined by the Partnership Act 1890) shall be created by these Terms and Conditions between a Partner and Portalsys Ltd, and it is not the intention of the parties that these Terms and Conditions shall do so.

“Partner Plan”

Partner Plan means a Plan which allows Partners to make available access to the Portalsys Ltd Products to Partner Users, subject to the limitations and usage thresholds contained therein.

“Partner User”

Partner User means a client or other individual to whom a Partner makes available the Portalsys Ltd Products pursuant to the terms of their Partner Plan. Where the context permits, references to Users shall be read to include Partner Users.

“Plans”

Plans means the payment plans for the Portalsys Ltd Products which outline:

the particular Portalsys Ltd Products to be provided to you;

the access limitations and restrictions that apply to the Portalsys Ltd Products for which you have subscribed including, in respect of Partners, the numbers of permitted Partners Users; and

the Fees payable and the frequency with which they must be paid.

As applicable, references to your “Plan” will mean the Plan to which you initially sign-up and any other Plan that you are migrated to, based on your usage of the Portalsys Ltd Products, in accordance with these Terms and Conditions.

“Portalsys Ltd Technology”

Portalsys Ltd Technology means the proprietary technology and software (in both object code and source code form) that enable Portalsys Ltd to provide the Portalsys Ltd Products, the Tools and any other services that Portalsys Ltd may from time to time make available, together with the Intellectual Property Rights in and to inventions, designs, information, know-how, specifications, formulae, data, processes, methods, techniques and other technology related thereto.

“Supported File Types”

Supported File Types means .PDF, .jpeg, .tiff, .doc, .docx, or any other file types that may be supported by the Portalsys Ltd Products in the future.

“Tools”

Tools means collectively, the Portalsys Ltd website, any Portalsys Ltd mobile and tablet applications, Portalsys Ltd’s email submission technology and any add-ons or software integrations that Portalsys Ltd may support or make available from time to time.

The Portalsys Ltd Products

Portalsys Ltd grants you the right to use the Portalsys Ltd Products via the Tools (the “Licence”). The type and extent of the rights and access you will get pursuant to the Licence will depend on the particular terms of the Plan that you are subscribed to.

The Licence is a non-exclusive, non-sublicensable, non-transferable, limited right to use the Portalsys Ltd Products only to the extent necessary to get the benefit of the Plan to which you are subscribed, for business purposes only.

Restrictions on your use of the Portalsys Ltd Products

Portalsys Ltd reserves all rights in and to the Portalsys Ltd Products that are not expressly granted in these Terms and Conditions. Nothing in these Terms and Conditions is intended to transfer any Intellectual Property Rights from Portalsys Ltd to Users, Partners or Partner Users. Title to any and all Intellectual Property Rights in or to the Portalsys Ltd Products and any documentation that relates to it or the Portalsys Ltd Products shall remain the property of Portalsys Ltd or the third party from whom it licenses such Intellectual Property Rights.

You agree that you shall not:

save as may be permitted under applicable law, copy, reproduce, modify, adapt, translate, prepare derivative works of, republish, upload, post, transmit, or distribute any Portalsys Ltd Products or any other Intellectual Property Rights in or to the Portalsys Ltd Products for any reason whatsoever;

save as may be permitted under applicable law, reverse assemble, decompile, reverse engineer or in any way derive or attempt to derive from the Portalsys Ltd Products any source code or the structure, sequence or organisation of such code;

use the Portalsys Ltd Products in any way that infringes another person’s Intellectual Property Rights;

use the Portalsys Ltd Products to upload, post, email, or otherwise transmit worms, viruses, or any other computer file, code, or program designed to disrupt, interrupt, limit, or disable any of the functionality of the Portalsys Ltd Products, or any hardware, or telecommunications equipment;

access (or try to access) and use any of the Portalsys Ltd Products through any interfaces not provided by Portalsys Ltd or by any automated means, including, but not limited to, scripts, robots, or web crawlers;

use the Portalsys Ltd Products to upload, post, transmit, store, or otherwise make available content that contains software viruses or any other computer code, files, or programs that could interrupt, destroy or limit the functionality of the computer software or hardware or telecommunications equipment of Portalsys Ltd, its Users or Partners, service providers or is affiliates.

use the Portalsys Ltd Products to upload post, transmit, store, or otherwise make available content that is pornographic or otherwise explicit in nature (Portalsys Ltd reserves the right to remove any and all such content at its sole discretion);

use the Portalsys Ltd Products in any fashion which violates, or might reasonably be judged by Portalsys Ltd to violate, any local or foreign law or regulation; or

(without limiting the rights of Partners to make available the Portalsys Ltd Products to their Partner Users under the terms of their Partner Plan) sublicense, assign or otherwise transfer the Portalsys Ltd Products, these Terms and Conditions or the rights under it, whether by operation of law or otherwise, otherwise than in accordance with these Terms and Conditions.

We will not be responsible, or liable, to any third party for the content or accuracy of any Data you upload to the Portalsys Ltd Products.

For business use only

The Portalsys Ltd Products are designed for use by businesses, not consumers. You warrant and represent that you are acquiring the right to access and use the Portalsys Ltd Products for the purposes of a business and are not dealing with Portalsys Ltd as a consumer.

Data

Who owns the Data?

Dealing with your Data transparently is of core importance to Portalsys Ltd. The Data ownership position will be as outlined below:

If the User or Partner User (as applicable) created the Account:

Who owns the Data?

User.

Who owns the Items?

User.

Who can delete the Data?

User only.

Who can access and use the Data?

Users and, if applicable, Partners.

If applicable, can Partners create a copy of Partner Users’ Data?

Yes.

Can Portalsys Ltd use the Data?

Yes. Portalsys Ltd needs to be able to use and process the Data to provide the Portalsys Ltd Products.

If the Partner created the Account:

Who owns the Data?

Partner.

Who owns the Items?

Partner User.

Who can delete the Data?

Partner only.

Who can access and use the Data?

Users and Partners.

If applicable, can Partners create a copy of Partner Users’ Data?

Yes.

Can Partner Users create a copy of the Data?

Yes.

Can Portalsys Ltd use the Data?

Yes. Portalsys Ltd needs to be able to use and process the Data to provide the Portalsys Ltd Products.

How is Data used?

In order to provide the Portalsys Ltd Products to Users and Partners, we need to use and store the Data. In addition, we may share or make available the Data to third parties that provide services to us; we will only allow such sharing of or access to Data to enable us to provide you with the Portalsys Ltd Products.

For as long as these Terms and Conditions apply, in order that we can provide the Portalsys Ltd Products to you, you grant us a non-exclusive, worldwide, fully sublicensable licence to use, process, transmit, copy and store (“Process ”) the Data. To the extent that any Data comprises personal data (as defined in the Data Protection Act 1998) or the EU General Data Protection Regulation (from 25th May 2018), Portalsys Ltd agrees that it will only Process such personal data outside the European Economic Area in the fashion described in the Privacy Policy. If and to the extent that, a Partner is the data controller of any personal data, in order to permit Portalsys Ltd to validate the transfer of such personal data to processors established in third countries which do not ensure an adequate level of data protection (“Non-EEA Processors”), such Partners hereby grant Portalsys Ltd an express mandate for the sole and exclusive purpose of authorising Portalsys Ltd to enter into the agreed form standard contractual clauses adopted pursuant to Commission Decision (2010/87/EU) in your name and on your behalf in respect of transfers to Non-EEA Processors. For the purposes of this section the phrase “by way of mandate” has the meaning given to it in Article 29 Data Protection Working Party publication 00070/2010/EN WP 176.

Partner Users acknowledge that any Data that they submit may be accessed, edited, extracted, modified, shared by the relevant Partner. This is necessary to allow Partners to provide the advisory, accounting, or bookkeeping services that they provide to Partner Users.

Does Portalsys Ltd sell Data?

No. Portalsys Ltd does not sell Data to any third parties.

Portalsys Ltd acknowledges and agrees that it will only use the Data to provide the Portalsys Ltd Products in the fashion described in these Terms and Conditions.

What is Portalsys Ltd’s policy towards data privacy and personal data?

Portalsys Ltd’s policies and procedures relating to personal information are described in its Privacy Policy, which can be found here https://www.adminibot.com/privacy-policy/(“Privacy Policy”).

The Privacy Policy explains how Portalsys Ltd handles and stores personal data and protects your privacy. Please read this Privacy Policy carefully. Importantly, the Privacy Policy details how and why we may make available your Data to our service providers based outside the European Economic Area.

The Privacy Policy forms part of these Terms and Conditions and you agree to the use of your personal data in accordance with our Privacy Policy.

Third Party applications

If you have integrated any Portalsys Ltd Products with any third-party applications (e.g., your banking services), you acknowledge that Portalsys Ltd can allow the providers of those third-party applications to access your Data. Allowing third parties access to your Data in this fashion is necessary to allow third‑party applications to integrate with the Portalsys Ltd Products.

You acknowledge that Portalsys Ltd shall not be responsible for any corruption, unauthorised disclosure, modification, loss or deletion of your Data that results from any such access by third‑party application providers.

To enable the integration of third-party applications with the Portalsys Ltd Products, we may have to use certain pieces of software provided by the applicable third-party service provider. In some circumstances, Portalsys Ltd will be required to pay a fee to use such software integrations. If you choose to integrate any Portalsys Ltd Products with any third-party applications, we may require you to pay any charges for which Portalsys Ltd may become liable to enable the required integration, these charges will be in addition to the Fees.

What happens to Data when your Account is closed?

After cancellation or termination of these Terms and Conditions your access to your Account and the Portalsys Ltd Products will also terminate. This means you may no longer have access to any Data stored in your Account.

Following termination, unless you instruct us to delete them, Portalsys Ltd will aim to retain one (1) copy of each Item that you have submitted for a period of ten (10) years following the relevant submission date. We take this step to assist you in complying with your recordkeeping obligations to local tax authorities.

Notwithstanding the above, we provide no guarantees that your submitted Items or any extracted Data will be retained by Portalsys Ltd following cancellation or termination of these Terms and Conditions, nor that you will comply with any of your obligations to local tax authorities. For this reason, we suggest you maintain your own copies of any Items submitted and any Data extracted to the fullest extent necessary to allow you to comply with all applicable recordkeeping obligations.

Back up your Data

Although we take reasonable steps to ensure that your Data is kept secure (see the Security and Back Up section below), Portalsys Ltd shall not be liable for any deletion of, corruption of, or failure to store any Data or other content used in or maintained by the Portalsys Ltd Products. Accordingly, you should create back up copies of all Data that your provide to the Portalsys Ltd Products.

Partners and Partner Users

Subject to any restrictions in their Partner Plan, Partners are able to use the Portalsys Ltd Products to make available certain user-focused Portalsys Ltd Products directly to Partner Users.

If you are a Partner, you acknowledge and agree that:

you are responsible for determining who is a Partner User and what access levels and permissions that Partner User has to use the Portalsys Ltd Products;

you are responsible for all Partner Users’ use of the Portalsys Ltd Products; and

before being able to access the Portalsys Ltd Products, each Partner User will be required to sign up to these Terms and Conditions as a User, if a Partner User fails or declines to sign up to these Terms and Conditions, it shall not be permitted to use the Portalsys Ltd Products.

The services (other than Portalsys Ltd Products made available pursuant to these Terms and Conditions) Partners provide to Partner Users are not vetted, endorsed or approved by Portalsys Ltd. Partner Users acknowledge and agree that Portalsys Ltd is not responsible for the quality of such services they receive from Partners. Partners Users are solely responsible for vetting and reviewing the services Partners provide to them.

Provision of the Portalsys Ltd Products

Subject to these Terms and Conditions, in particular your payment of the Fees, Portalsys Ltd shall provide the Portalsys Ltd Products to you in accordance with the terms of your current Plan. In order to make sure that you have the best experience using the Portalsys Ltd Products, Portalsys Ltd may sub‑contract or assign the provision of any and all of the Portalsys Ltd Products.

Changes to the Portalsys Ltd Products

Portalsys Ltd may amend these Terms and Conditions (including changing the nature or scope of the Portalsys Ltd Products) at any time. When we do change these Terms and Conditions, any additional or different terms shall be effective upon being posted on this page of Portalsys Ltd’s website located at https://www.adminibot.com/terms-conditions/ or any successor website we notify to you. Your continued use and receipt of the Portalsys Ltd Products following the posting of variations to these Terms and Conditions constitutes your irrevocable acceptance of those additional or different terms.

If Portalsys Ltd deems it necessary to discontinue the Portalsys Ltd Products it provides due to the highly unlikely event of our closure, you will receive at least 7 days’ notice before your Account is closed.

Fees and Plans

Fees

Subject to the “Termination” provisions outlined below, Users and Partners shall pay the Fees to Portalsys Ltd as follows:

Monthly subscriptions: in advance on a recurring monthly basis.

Annual subscriptions: in advance during the month in which your subscription commences and on each subsequent anniversary of such month.

The Fees vary depending on the Plan to which you are currently subscribed, which may vary from time to time in accordance with these Terms and Conditions.

Unless otherwise expressly stated or agreed between you and Portalsys Ltd in writing, all prices are exclusive of value added tax.

Plan Migration

Each Plan has a monthly limit on the number of Items you or Partner Users may send to us per month. We try to place you in the correct Plan based on your actual usage.

In order to ensure that the Plan you are on is the correct one for you based on actual usage of the Portalsys Ltd Products, we automatically migrate you between Plans based on average usage over the previous three months. In practice this means that if you are on a Plan which is limited to 50 Items or fewer, but over the last three (or fewer) months you or your Partner User has uploaded more than 150 Items, you are on the wrong Plan and we will move your subscription to a Plan that reflects that actual usage. For example, if your per month average judged against the last three months showed that 200 Items were uploaded per month, we would move you to a Plan which would cover and permit that usage level. Equally, if you were on a Plan allowing for 500 Items or fewer a month, but your per month average judged against the last three months was 195 uploads, we would move you down to a lower tier.

You agree that Portalsys Ltd may migrate you between Plans in the fashion described above and that the Fees that you pay in respect of the Portalsys Ltd Products will vary based on the Plan that you are on from time to time.

Fees Variation

In addition to the Plan migration described above, you agree that Portalsys Ltd may change the Fees for each particular Plan. In the event that the Fees for Plans are to be changed, Portalsys Ltd will give you advance notice of any such changes – we will do this by sending an email to the address registered on your Account.

Submissions

The Portalsys Ltd Products allow Users to submit Items to Portalsys Ltd in a variety of fashions via the Tools.

Except in respect of Partners and their Partner Users, you may not send in Items for another User. If Portalsys Ltd determines that you have sent in Items for another User, they will not be scanned or uploaded, and may not be returned unless the original User gives Portalsys Ltd permission to do so.

Usage of an Account by more than one person without consent of the original User may result in termination of that Account without any refund of the Fees paid.

If you continue to submit Items to Portalsys Ltd after terminating your Plan, they will not be scanned or uploaded into your Account, and may not, in the case of physical submission, be returned to you.

You acknowledge that Portalsys Ltd makes no guarantee whatsoever regarding scanning time or processing time. Portalsys Ltd accepts no liability for loss, damage, or inconvenience resulting from delays in shipping or processing, or loss of or damage to Items during shipping or processing.

The Portalsys Ltd Products only allow for effective and accurate extraction of Data that is in the standard Latin alphabet and/or contains numbers in the European numeral system. You acknowledge that Portalsys Ltd cannot guarantee the accurate extraction of Data from submitted Items which is not in these formats.

Where you submit any Item to Portalsys Ltd using any electronic submission Tools, that Item must be in a Supported File Type. You acknowledge that Portalsys Ltd cannot process any Items which are not submitted in a Supported File Type.

If you send in illegible Items they may not be processed correctly into your Account. You recognise that all Items may not be entered correctly into your Account, and that Portalsys Ltd does not guarantee proper tagging or data entry on submitted Items.

Portalsys Ltd does not guarantee the accuracy of automatically processed information.

If you submit Items with notes or other information on the back, those back sides may not be scanned or uploaded into your Account.

Security and Back Up

Security

As long as you keep your password safe, Portalsys Ltd protects your Data so it can only be viewed and accessed by you and those who have been authorised to access it (including if applicable, Partners and Partner Users). Portalsys Ltd uses 256-bit secure socket layer encryption.

You agree to be responsible for keeping your passwords associated with your Account secret and secure. Portalsys Ltd may be able to help you retrieve lost passwords, but cannot guarantee to do so, and will not be held responsible or liable if it cannot locate or reset a lost password.

For your security, do not submit any Items to Portalsys Ltd that have full credit card information printed on them. If any such Items are received, Portalsys Ltd reserves the right, but shall not have the obligation, to not scan and upload such Items to your Account. It is your responsibility to ensure that you review the content and form of any Items you upload to the Portalsys Ltd Products or otherwise provide to Portalsys Ltd.

Back Up

To ensure that your Data remains accessible and secure throughout your use of the Portalsys Ltd Products in accordance with these Terms and Conditions, Portalsys Ltd periodically creates backup copies of your Data in accordance with standard industry practices.

Content in the Services

Portalsys Ltd does not and cannot control what information is submitted to it via the Tools. We do not expect our Partners or Users to upload any objectionable, offensive or indecent content via the Tools. You acknowledge and agree that you are solely responsible any information that is submitted to the Portalsys Ltd and are responsible for any consequences of such actions.

You also understand that when using the Portalsys Ltd Products, you may come across material that you find objectionable, offensive or indecent and that you are using the Portalsys Ltd Products at your own risk.

Indemnity

You indemnify Portalsys Ltd from and against all claims, costs, damage and loss arising from your breach of these Terms and Conditions. This indemnity covers any costs relating to the recovery of any Fees that you have failed to pay in accordance with these Terms and Conditions.

Termination

You shall be deemed to have terminated these Terms and Conditions if:

you cancel your subscription to the Portalsys Ltd Products; or

you fail to pay any Fees due and payable for a renewal of the Portalsys Ltd Products.

These Terms and Conditions will continue for the period covered by the Fees paid for your Plan (a “Billing Period”). At the end of each Billing Period these Terms and Conditions will automatically renew for another period (if you pay the relevant Fees when due and payable) unless either party terminates these Terms and Conditions as follows:

in the case of an annual subscription, by providing no less than ninety (90) days written notice to the other party to expire prior to the commencement of the next annual Billing Period; or

in the case of a monthly subscription, by providing no less than fourteen (14) days written notice to the other party to expire prior to the commencement of the next monthly Billing Period

No refund will be given of any Fees you have already paid in advance in respect of a Billing Period upon termination of these Terms and Conditions prior to the expiry of that Billing Period. If these Terms and Conditions are terminated for any reason and any Fees that were payable prior to such termination are unpaid, you will be liable to pay all outstanding Fees to Portalsys Ltd.

Without prejudice to its other rights and remedies, Portalsys Ltd may, on notice to you, terminate these Terms and Conditions with immediate effect if you:

commit a material breach of these Terms and Conditions and, in the case of any breach which can be remedied, fail to remedy that breach within fourteen days of a notice from us requiring such remedy; or

You or your business become insolvent or your business goes into liquidation or has a receiver or manager appointed of any of its assets or if you become bankrupt, or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction.

Failure by you to pay any Fees due to us by the date on which such payment is due shall constitute a material breach of these Terms and Conditions.

Without prejudice to its other rights and remedies, Portalsys Ltd may terminate these Terms and Conditions and close your Account at the end of any Billing Period.

Warranty disclaimer and Limitation of Liability

You acknowledge that the Portalsys Ltd Products are provided on an “as is” and “as available” basis. Portalsys Ltd makes no representations, warranties or conditions of any kind, express or implied, with respect to the Portalsys Ltd Products, including, without limitation, any warranty that Portalsys Ltd Products will:

be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data;

meet your requirements or expectations;

be free from errors or that defects will be corrected; or

be free of viruses or other harmful components.

To the fullest extent permitted by applicable law, Portalsys Ltd expressly disclaims all implied warranties or conditions including, without limitation, warranties and conditions of satisfactory quality, fitness for purpose and non-infringement.

You acknowledge and agree that, Portalsys Ltd shall not be liable for any losses or claims whatsoever relating to:

any permanent or temporary restrictions or cessations of the Service;

any deletion of, corruption of, or failure to store any Data or other content used in or maintained by the Portalsys Ltd Products;

your failure to provide correct, accurate, and up-to-date account information; or

your failure to keep your password and account information secure.

Nothing in these Terms and Conditions limits or excludes Portalsys Ltd’s liability for:

death or personal injury caused by its negligence;

fraud or fraudulent misrepresentation; or

any other act, omission, or liability which may not be limited or excluded by applicable law.

Subject to the above, Portalsys Ltd’s total liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms and Conditions shall be limited, in respect of all claims (connected or unconnected) to the lower of:

total Fees paid or payable by you in the previous twelve month period; and £25,000.

You acknowledge that we are not your advisor nor your accountant. The Portalsys Ltd Products do not constitute financial advice. You remain wholly responsible for your compliance with all filings and reporting requirements in relation to taxation and all other similar requirements or duties imposed on you under applicable law.

We assume no responsibility for the content of websites linked on our site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

Disputes

In the event that any dispute arises between the parties, you and Portalsys Ltd each agree to enter into good faith discussions to resolve that dispute within a period of 14 days from one party's notification to the other that such dispute has arisen (the "Dispute Resolution Period"). In the event that no resolution to the dispute can be mutually agreed by the parties (each acting reasonably) during the Dispute Resolution Period, both you and Portalsys Ltd will have the right, but not the obligation, to terminate these Terms and Conditions with immediate effect on written notice to the other, provided always that such notice must be served within a further 7-day period starting on the day immediately following the final day of the Dispute Resolution Period.

Nothing in this section shall prejudice either party's other rights to terminate outlined elsewhere in these Terms and Conditions – including the right to terminate these Terms and Conditions to prevent their automatic renewal on expiry of a Billing Period. In addition, nothing in this section will at any time while a dispute is being discussed by you and Portalsys Ltd restrict either party’s freedom to obtain emergency injunctive relief, commence legal proceedings to preserve any legal right or remedy or to protect confidentiality or any intellectual property or trade secret right or to prevent or limit breaches of law governing its business.

Consultancy Services

We may, from time to time, agree to provide certain consultancy services to you, including, but not limited to, training and marketing and team productivity advice and support (“Consultancy Services”). The provision of any such Consultancy Services will be subject to a separate Consultancy Services Agreement describing the services we agree to supply, the timetable for their performance, fees, payment terms and any related matters.

General

Confidentiality

Each party may disclose the other's Confidential Information:

to its employees, officers, representatives, service providers, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under these Terms and Conditions, provided always that such recipients shall be made aware of the confidential nature of the Confidential Information they receive and shall agree to reasonable confidentiality undertakings to protect such Confidential Information;

as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; or

as described in the Privacy Policy.

Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under these Terms and Conditions.

Force Majeure

Portalsys Ltd shall not have any liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, act of terrorism, war, explosion, embargo, strike, labour or material shortage, transportation interruption of any kind, work slowdown or any other event or condition beyond its control.

Applicable Law and Jurisdiction

These Terms and Conditions and all matters arising from them (including, without limitation, any dispute relating to the existence, validity or termination of these Terms and Conditions or any contractual or non-contractual obligation) shall be governed by, and construed in accordance with English law. In relation to any legal action or proceedings to enforce these Terms and Conditions or arising out of or in connection with these Terms and Conditions (including, without limitation, any dispute relating to the existence, validity or termination of these Terms and Conditions or any contractual or non-contractual obligation) (“Proceedings”) each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of England and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that the Proceedings have been brought in an inappropriate forum provided that a judgment or order of any court may be enforced in any court of competent jurisdiction.

Entire Agreement

These Terms and Conditions, together with any webpages, documents or policies incorporated by reference hereinto, constitute the entire agreement and understanding between you and Portalsys Ltd relating to the matters contemplated by these Terms and Conditions and supersedes all previous agreements (if any and whether in writing or not) between you and us in relation to such matters. The parties acknowledge and agree that, except as otherwise expressly provided for in these Terms and Conditions, they are not entering into these Terms and Conditions on the basis of, and are not relying on and have not relied on, any statement, representation, warranty or other provision (in any case whether oral, written, expressed or implied) made, given, or agreed to by any person (whether a party to these Terms and Conditions or not) in relation to the subject matter of these Terms and Conditions, provided that nothing in these Terms and Conditions shall exclude any party from liability for fraud or fraudulent misrepresentation.

Assignment

You shall not assign any rights or obligations under these Terms and Conditions without Portalsys Ltd’s prior written consent (such consent not to be unreasonably withheld) and any unauthorised assignment shall be null and void.

Notices

Notices to Portalsys Ltd must be sent to rakesh.patel@portalsys.co.uk or to any other email address notified to you by us. We will send notices to you to the then current email address on your Account.

Waiver

Except as otherwise provided in these Terms and Conditions, a waiver of any right or remedy under these Terms and Conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under these Terms and Conditions or 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 these Terms and Conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy.

Severability

If any provision or part-provision of these Terms and Conditions shall be held to be invalid, illegal, void 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 shall not affect the validity and enforceability of the rest of these Terms and Conditions.

Independent Contractors

The parties agree that they are each independent contractors and nothing in these Terms and Conditions will be deemed to establish a joint venture, partnership, agency or employment relationship between the parties. Neither party shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any other contract, agreement or undertaking with any third party

Third party rights

Other than Partners, in respect of Partner Users, a person who is not a party to these Terms and Conditions has no right to benefit under or to enforce any term of these Terms and Conditions.

Trademark notice

"Portalsys Ltd" and the Adminibot logo are trademarks of Portalsys Ltd.