This agreement is between (1) the Portal Provider, and (2) the Customer.
In this agreement, these terms have these meanings:
Authorized Users means those Proposed Users who have completed the registration process for a Login and have been issued a Login.
Customer means the entity that has submitted to the Portal Provider a request for access to the Portal.
Customer’s Staff means individuals who are: (i) full or part-time employees of the Customer, (ii) directors or officers of the Customer, or (iii) consultants or contractors of the Customer operating under a written contract with the Customer.
Laws means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any government or any agency or instrumentality thereof and any arbitrator, court, or tribunal of competent jurisdiction.
Login means a user login [or executive login] issued by the Portal Provider for obtaining access to the Portal under this agreement.
Pico Group Company means Pico Quantitative Trading Holdings LLC (“Pico Holdings”) and any company that is a subsidiary(within the meaning of section 1159 of the Companies Act 2006) of Pico Holdings.
Pico Services means the business services provided by Pico Group Companies to customers.
Portal means the portal known as ‘Pico Client Portal’ which is hosted in Germany and France.
Portal Provider means Pico Global Ltd. a company incorporated in England and Wales under company number 09365923.
Proposed Users means those members of the Customer’s Staff that the Customer has notified to the Portal Provider as being authorized by the Customer to use the Portal and to accept this agreement on behalf of the Customer.
1. The Portal Provider hereby represents and warrants that it has the full right, power and authority to (a) enter into, and to fully perform its obligations according to, this agreement, and (b) grant to the Customer the rights and licenses described herein.
THE PORTAL IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED OR CONTRACTUAL OR STATUTORY, ARE EXPRESSLY DISCLAIMED BY THE PORTAL PROVIDER. THE PORTAL PROVIDER DOES NOT REPRESENT, WARRANT, OR COVENANT THAT (a) THE OPERATION AND/OR USE OF THE PORTAL WILL BE UNINTERRUPTED OR ERROR-FREE, (b) THE PORTAL WILL PERFORM IN EVERY OPERATING ENVIRONMENT,(c) ALL DEFICIENCIES OR ERRORS IN THE PORTAL ARE CAPABLE OF CORRECTION, OR (d) THE PORTAL MEETS THE REQUIREMENTS OF ANY PARTY WHATSOEVER. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY DISCLAIMED BY THE PORTAL PROVIDER.
2. The Customer hereby represents and warrants to the Portal Provider that the Authorised Users are of legal age to form a binding contract with the Portal Provider and otherwise have the full right, power, authority, and capacity to enter into, and to fully perform your obligations according to, this Agreement.
3. The Portal Provider shall use reasonable efforts to keep the Portal available for online use by the Customer.
4. Upon becoming aware of any interruption to the availability or functionality of the Portal, the Portal Provider shall use reasonable efforts to restore the availability and functionality.
5. The Portal is protected by copyright, trademark, and other intellectual property and proprietary protections. By using any ofthe materials or information presented on the Portal without appropriate license or attribution, you may be liable for violationof intellectual property laws. We are not liable for any unauthorized use of materials or information appropriated from the Portal.
6. The Customer may only access and use the Portal through the Logins granted to its Authorised Users.
7. The Customer acknowledges that all information provided to register Authorised Users is governed by our privacy policy.
8. The Customer acknowledges that the Customer will:
(a) use the Portal in accordance with this agreement and all applicable Laws, including, privacy, export control, andsanction laws;
(b) promptly report to the Portal Provider any flaws, errors, bugs, defects, or other problems in or with the Portal thatCustomer identifies;
(c) obtain any legally-necessary consents and/or provide required privacy notices to any party whose personal data you input into the Portal;
9. The Customer may use the Portal in the manner permitted by its ordinary operation for:
(a) managing its use of Pico Services;
(b) submitting requests to the providers of the Pico Services;
(c) communicating with the providers of the Pico Services
(d) receiving notifications regarding the Pico Services;
(e) uploading and downloading files regarding the Pico Services;
(f) managing the Authorised Users of the Portal;
(g) other functionality regarding Pico services that may be made available.
10. The Customer shall not:
(a) use the Portal other than as permitted by clause 4;
(b) provide access to the Portal to anyone who is not an Authorised User;
(c) upload files that infringe the rights of third parties or that breach applicable Law;
(d) attempt to disrupt the Portal, or the computer systems used to make the Portal available;
(e) attempt to access the Portal Provider’s computer systems or those of its suppliers, other than as part of its permitted use of the Portal.
11. The Customer shall ensure that the Authorised Users keep their Logins secure and do not share or disclose them to anyone else.
12. The Customer shall ensure that Authorised Users shall provide correct, current and complete information to access the Portal.
13. The Customer shall promptly notify the Portal Provider where:
(a) a Login becomes known to anyone other than the individual it was issued to;
(b) an Authorised User ceases to be part of the Customer’s Staff;
(c) any other breach of security involving your access to the Portal.
14. The Portal Provider may suspend or terminate one or more of the Logins without prior notice to the Customer.
15. The Customer acknowledges that:
(a) it is not relying on the Portal to be available at all times or any particular time;
(b) it is responsible for retaining a backup copy of any files uploaded to the Portal;
(c) it is responsible for maintaining appropriate technical and organisational measures to protect its IT systemsagainst viruses and malware from external sources, including the Portal.
16. Regarding this agreement, and despite the number of claims by the Customer and whether the individual claims are for breach of contract, tort (including negligence), debt, or misrepresentation, the Portal Provider has no liability to the Customer for:
(a) loss of revenue or profit;
(b) wasted costs;
(c) loss of data;
(d) loss incurred because of the Customer’s special circumstances (even if those circumstances are known to the Portal Provider);
(e) consequential loss.
17. If Customer breaches the obligations according to this agreement, the Portal Provider may seek, and Customer covenants not to dispute any attempt by the Portal Provider to seek, injunctive relief without proving actual damages and remedies sought by the Portal Provider in accordance with this paragraph shall be in addition to, and without limitation of, any other rights to which the Portal Provider may be entitled according to this agreement or Law.
18. Clause 10 does not apply to a claim for death or personal injury resulting from negligence.
19. The Portal Provider may amend this agreement, even where the amendments are not supported by consideration, by notifying to the Customer the amended terms. Following notification, the amended terms will take effect from the next login to thePortal by an Authorised User.
20. Either party may terminate this agreement by giving written notice to the other party of the date of termination. This agreement will then terminate at the end of the termination date specified in the written notice.
21. On termination of this agreement, the Customer shall:
(a) cease to access or use the Portal;
(b) ensure the Authorised Users do not attempt to access the Portal.
22. By applying for a login for the Pico Client Portal, the Customer authorizes and agrees on behalf of itself and its CustomerStaff that:
(a) the Portal Provider retains the information provided to it;
(b) the Portal Provider collects information about how the Customer and its Customer Staff use the Pico ClientPortal;
(c) Pico Global Ltd. is the controller of this personal data; and
(d) under the UK GDPR, the Customer and its Customer Staff has certain rights regarding your respectivepersonal data.
23. Please refer to our privacy policy for further information.
24. An assignment by Customer of this agreement, or of rights or obligations under this agreement, will be void.
25. All terms, including conditions and warranties, implied by law are excluded from this agreement, other than where the Law prohibits exclusion.
26. All references to days or times of day are references to time in the UK.
27. This agreement is not enforceable by any person other than the parties to this agreement.
28. Neither party may be held liable for its failure to perform hereunder, or for any loss or damage, due to causes beyond itsreasonable control, including governmental requirements, inability to obtain required export licenses, work stoppages, fire,civil disobedience, embargo, war, terrorism, riots, rebellions, earthquakes, strikes, floods, water and the elements, inability tosecure equipment, raw materials, or transport or similar occurrences.
29. Neither this agreement nor any provision contained herein may be construed as creating or constituting a partnership, joint venture or agency relationship between the parties. For the avoidance of doubt, neither party has the power or authority to, and no party may, assume or create any obligation or responsibility on behalf of the other.
30. The Laws of England apply to this agreement.
31. The courts of England and Wales have exclusive jurisdiction to settle any dispute regarding this agreement.
32. If any provision of this agreement is held by a court of competent jurisdiction to be contrary to Law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by Law, and the remaining provisions of this agreement shall remain in effect.
33. The Customer shall not use the Portal in violation of export control or sanctions Laws of the United States or any other applicable jurisdiction. The Customer may not use the Portal if the Customer is or is working on behalf of a Specially Designated National (SDN) or a person subject to similar blocking or denied party prohibitions administered by a United States government agency.