Unipass terms and conditions

SECTION A:

1 INTRODUCTION

1.1 These Terms of Use apply to (i) an organisation which has entered a written agreement (the "Agreement") with Origo Services Limited to use Origo Standards and also the Unipass Service (such organisation the "Contracting Organisation"), and also (ii) an organisation which is an Associated Company of the Contracting Organisation, and the respective use by each such organisation (both hereinafter an "Organisation" or "you") and their respective Individuals of the Unipass Service (including without limitation those Individuals who are applying to receive and use an Individual Certificate and/or act as a Unipass Controller). References to "we" or "us" means Origo Secure Internet Services Limited (company number SC201466) ("OSIS") and its parent company, Origo Services Limited (company number SC115061) ("Origo") and each of them.

1.2 Each Organisation shall only for the term of the Agreement (or for such shorter period under these Terms of Use) become a member of the Unipass Community and as a member each of its Individuals shall be entitled to receive and use Individual Certificates (as part of the Unipass Service) strictly subject to (i) it complying with these Terms of Use, (ii) an Application being accepted by OSIS in relation to each Individual and Unipass Controller, and (iii) each Individual and Unipass Controller complying with the Unipass Individual Certificate Rules of Use. The Unipass Service is operated by OSIS on behalf of the Unipass Community.

1.3 All terms and expressions in these Terms of Use shall, unless otherwise specified or the context otherwise requires, have the meaning and be construed in accordance with the principles set out in Section C below.

SECTION B:

1 YOUR OBLIGATIONS

1.1 You acknowledge and agree that you are becoming a member of the Unipass Community and that in consideration of such membership your Individuals shall each, subject to a successful Application, receive and be entitled to use an Individual Certificate subject to these Terms of Use.

1.2 You shall only make use of the Unipass Service for authentication to websites owned and/or operated by us (including the Unipass Website and the website of Origo Services Limited at www.origo.com and its subdomains).

1.3 You shall deploy and operate a Secure System that complies with the Secure System Guidelines in relation to those systems that support the use of and reliance on Certificates.

1.4 You shall ensure that you retain all documentation, records and/or materials (electronic or otherwise) relating to the performance of the contractual obligations by you, your Unipass Controllers and Individuals pursuant to the Unipass Service and make available the same to us upon request.

1.5 You shall notify us forthwith if there are: (i) any changes to the details you give us from time to time, (ii) any changes to the Unipass Controllers or Individuals within your Organisation, (iii) any suspected or actual loss, disclosure, or unauthorised use of any Private Key by any Individuals or Unipass Controllers, (iv) any unlawful, or dishonest conduct by any Individuals or Unipass Controllers, (v) any breach of the Unipass Rules of Use by your Individuals or (vi) any circumstances which result in (or which you suspect will result in) the operation of a Secure System being compromised.

1.6 You shall only use or rely on Certificates that are Valid.

1.7 You shall procure that your Individuals and Unipass Controllers, comply in all respects with their respective obligations under the Unipass Rules of Use.

1.8 It shall be the sole responsibility of each member of the Unipass Community (including without limitation you) when relying on a Certificate to (i) decide what weight and reliance should be given to a Message and (ii) to decide whether it considers such Message to have the same legal validity, effectiveness, and enforceability as if such Message had been written and signed on paper. We expressly do not guarantee, represent, warrant or undertake that any such Message will have the same legal validity, effectiveness, and enforceability as if such Message had been written and signed on paper and recommend that all members of the Unipass Community seek legal advice to make an informed decision in respect of the same.

2 REVOCATION OF CERTIFICATES

2.1 In the event that the Agreement expires or is terminated for whatever reason you acknowledge and agree that in the event of such expiry or termination, we shall immediately revoke all Individual Certificates issued by us pursuant to the Agreement and these Terms of Use. We shall also be entitled to revoke all Individual Certificates issued by us pursuant to the Agreement where we reasonably determine at our absolute discretion that it is necessary to do (e.g. because of security concerns).

3 SUSPENSION OR termination OF UNIPASS SERVICE & unipass community membership

3.1 Your access to and use of the Unipass Service (and ability for your Individuals and Unipass Controllers to use or rely on Certificates as part of the Unipass Service) may be suspended or terminated by either OSIS or Origo sending you a notice in writing or by email to that effect (where your membership of the Unipass Community shall also be automatically deemed to be suspended or terminated (as applicable and in line with such notice). Such notice shall not however terminate the Agreement unless this is expressly set out in the notice.

3.2 A notice of suspension or termination under Clause 3.1 may be issued by OSIS or Origo to you if (i) you breach any provision of these Terms of Use, or (ii) your Individuals or Unipass Controllers breach any provision of the Unipass Individual Certificate Rules of Use.

4 OUR DISCLAIMERS, LIMITATION AND EXCLUSIONS OF LIABILITY

4.1 By issuing an Individual Certificate, we do not warrant the authority of the Individual who is using an Individual Certificate to act or enter into transactions on behalf of himself or you (as appropriate) or any other person, and we shall not be liable for any unauthorised acts of such Individual.

4.2 We shall not be liable for: (i) the loss or destruction of a Private Key of any member of the Unipass Community in relation to any Certificate; or (ii) the fraudulent, reckless or negligent use by a member of the Unipass Community or any other third party of Certificates and/or any part of the Unipass Service.

4.3 We shall not be liable for any costs, claims, expenses, loss and damage attributable in whole or in part to use of a Certificate by any member of the Unipass Community contrary to the provisions and procedures set out in the applicable contract or rules governing the use of Certificates (including without limitation to the foregoing generality the use of a Certificate by any person after its revocation has been published in the Repository).

4.4 The use of the internet in connection with the Unipass Service is at the own risk of each member of the Unipass Community and we shall not be liable for any claims arising from such use.

4.5 Certificates are not authorised for use in any circumstances or in any application that could lead directly to death, personal injury or severe damage to property and we shall not be liable for any claims arising from such use.

4.6 We shall not be liable to you for the following loss and damage (including costs and expenses relating to or arising out of such loss or damage) whether arising from contract, tort (including negligence) or otherwise and whether or not you have been advised of the possibility of such loss and damage: (i) any indirect or consequential loss, (ii) loss of revenue, business, profits, interest or anticipated savings, (iii) increased costs of working, (iv) loss of goodwill and reputation, (v) loss of or damage to the others records or data or (vi) third party claims for loss or damage.

4.7 We do not however exclude or limit our liability in respect of the death of, or personal injury caused to, any person by negligence, or for fraudulent misrepresentation by us or any other liability which by law we cannot limit or exclude.

4.8 In respect of all other costs, claims, expenses, loss or damage under or in relation to the Agreement or these Terms of Use (whether arising from contract, tort (including negligence) or otherwise) including (but not limited to) direct loss and damage our liability to you in respect of any claim or series of related claims made in respect of any one Individual Certificate or application for an Individual Certificate shall not, (a) subject to Clause 4.8(b) below, exceed £15,000 (UK pounds sterling); and (b) to you (and your associated Organisations) in the aggregate shall not in any event exceed £1,000,000 (UK pounds sterling) per annum.

4.9 We shall not be liable to both each Organisation (under the Agreement or otherwise) and their Individuals (pursuant to their use of Individual Certificates or any other part of the Unipass Service) in respect of the same act or omission and in respect of the same loss and damage arising out of such act or omission; declaring that we shall only be liable to the Contracting Organisation. If the Contracting Organisation brings any such claim against us, it shall (i) procure that Individuals and other Organisations shall not bring any action against us in respect of the same act or omission or loss and damage and that any such proceedings by Individuals and such other Organisations shall be brought in the name of the Contracting Organisation on behalf of the Individuals or other Organisations concerned.

5 GENERAL TERMS

5.1 Agency: Nothing in these Terms of Use shall be construed as creating a partnership, a contract of employment or a relationship of principal and agent between us and you or between our service providers and you.

5.2 Notices: Your address and email address shall be as given to us in the Certificate application process. The address of Origo and OSIS is 7 Lochside View, Edinburgh Park, Edinburgh, EH12 9DH, OSIS's email address for the purposes of these Terms of Use is admin@unipass.co.uk and Origo's email address for the purposes of these Terms of Use is [admin@origo.com ]. All notices to be given under these Terms of Use must be either in writing or by electronic mail and sent to the last notified address of the recipient, or any other address which the recipient may subsequently advise the other in writing or by electronic mail. Any notice may be delivered by hand personally or sent by first class prepaid letter or by facsimile or by electronic mail and will be treated as served: if by hand, when delivered; if by first class post, 3 business days after posting where that letter is not returned as being undelivered; if by facsimile, when despatched, provided the sender's fax machine produces automatic confirmation of error free transmission to the recipient's fax number and if by electronic mail, 2 hours after the sender's recorded time of sending the electronic mail where no delivery failure notice is received by the sender.

5.3 Severability: If any provision of these Terms of Use is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect.

5.4 Force Majeure: We shall not in any circumstances be liable to you for any loss of any kind whatsoever, including, but not limited to, any damages, whether directly or indirectly caused to or incurred by you by reason of any failure or delay in the performance of our obligations hereunder which is due to an event beyond our reasonable control ("Force Majeure Event"). Notwithstanding the foregoing, we shall use all reasonable endeavours to continue to perform, or resume performance of, such obligations hereunder for the duration of such Force Majeure Event.

5.5 Waiver: No waiver by us of any of the provisions of these Terms of Use shall be effective unless it is expressly stated to be a waiver and communicated by us to you in writing or by electronic mail. Subject to the foregoing sentence, no delay or failure by us in exercising or enforcing any of our rights or remedies under these Terms of Use will prejudice or restrict our rights, nor will any waiver of rights by us operate as a waiver of subsequent rights.

5.6 Law & Jurisdiction: These Terms of Use shall be governed by the laws of England and Wales and shall be subject to the non-exclusive jurisdiction of the English or the Scottish Courts.

5.7 Modification: OSIS reserve the right to amend or otherwise modify these Terms of Use at its absolute discretion at any time and any such amendments or modifications shall be posted on the Unipass Website.

SECTION C:

1 DEFINITIONS AND INTERPRETATION

1.1 The following terms and expressions shall, unless otherwise specified or the context otherwise requires, have the following meaning and this Agreement shall otherwise be construed in accordance with the principles set out in this Clause 1:


"Application"

means an application by an Individual for an Individual Certificate;

 

"Certificates"

 

means "Unipass" digital certificates issued to members of the Unipass Community (including but not limited to Individual Certificates issued to Individuals) pursuant to the Unipass Service;

 "Digital Signature"

 means a datum that is to all intents uniquely associated with a message, file or other data from which it has been generated, and is of a form by which it can be unambiguously associated with or linked to a person or entity, generally by means of a suitable cryptographic key;

 "Individual"

 means any person who is either an employee, affiliate, contractor, partner, principal, director or officer of an Organisation who uses or relies on Certificates;

 "Individual Certificate"

 means a "Unipass" data file issued to an Individual (including but not limited to Unipass Controllers) that identifies that Individual, the Organisation, contains that Individual's Public Key, identifies the Individual Certificate's operational period, contains an Individual Certificate serial number and identifies us as the issuer of the Individual Certificate;

 "Message"

 means a message bearing a Digital Signature verified by the Public Key included in a valid Certificate;

 "Private Key"

 means a cryptographic key that may be used to generate Digital Signatures and for decryption;

 "Public Key"

 means a cryptographic key that can be made publicly available and which may be used to verify signatures created with its corresponding Private Key and in some circumstances to encrypt messages or files which can be decrypted with its corresponding Private Key;

 "Repository"

 means a generally accessible database containing Certificates and certain other information relating to Certificates, which can be accessed via the Unipass Website;

 "Secure System"

 means computer hardware and software, which are reasonably secure from intrusion and misuse, are adequately available, reliable and suitable for use in relation to the Unipass Service, practices and procedures in respect of the same which incorporate provisions aimed at achieving the objectives set out in the Secure System Guidelines and which are enforced;

 "Secure System Guidelines"


 means the guidelines for the deployment and operation of a Secure System and which are available on the Unipass Website at http://www.unipass.co.uk/unipass/Documents/UsefulDocuments/Unipass_Guidelines_v2-3.pdf ;

 "Unipass Community"


 means the assembled collection of individuals, firms and other entities which have either (i) entered into contracts with us or (ii) are subject to contracts, in each case regarding the issue and use of Certificates participating in the Unipass Service;

 "Unipass Controller"

 means any person(s) appointed by you who will be responsible for the processing of applications for Individual Certificates on behalf of Individuals and the performance of certain other obligations as set out in the Unipass Individual Certificate Rules of Use;

 "Unipass Individual Certificate Rules of Use"


 means the rules for the use of and reliance on Certificates which Individuals (including but not limited to Unipass Controllers) are required to adhere to, and the terms of which each Individual is expressly made aware of either (i) during the Certificate application and/or collection process, or (ii) when agreeing to act as a Unipass Controller, and which are available from the "Contracts & Legals" section of the Unipass website;

 "Unipass Service"


 means the creation, validation, management, distribution, and revocation by us or our sub-contractors from time to time of Certificates based on public-key cryptography for business dealings by members of the Unipass Community within the financial services industry;

 "Unipass Website"


 means www.unipass.co.uk; and

 "Valid"

 means a Certificate which has neither expired nor been revoked pursuant to the Unipass Service.

 

1.2 In these Terms of Use, unless inconsistent with the context or otherwise specified: (i) The (a) masculine includes the feminine and neuter, and (b) singular includes the plural and vice versa. (ii) Headings are included in these Terms of Use for ease of reference only and shall not affect the interpretation or construction of these Terms of Use. (iii) References to (a) "Clauses" are references to the clauses of these Terms of Use, and (b) "persons" are to individuals, bodies corporate, firms, other unincorporated associations and governmental or supra-national authorities.





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