Shieldpay Insights™ Terms of Service
Version 1.0, September 2024
Introduction
These Terms of Service (Terms) set out the basis on and subject to which Shieldpay Ltd (company number 10061792) agrees to provide access to its read-only data insights platform for escrow and paying agent transactions (Insights Platform) to the professional services firm advising on such transactions (Firm).
These Terms will be deemed accepted on the earlier of (a) an individual with authority to bind the Firm confirming acceptance of these Terms; or (b) any person employed or engaged by the Firm for whom an account on the Insights Platform has been created by Shieldpay at the Firm’s request (Authorised User) first accessing and using the Insights Platform.
TABLE OF CONTENTS
Grant of access
Shieldpay hereby grants to the Firm, and through the Firm, its Authorised Users, a non-exclusive non-transferable revocable limited licence to access and use the Insights Platform for the purpose of tracking the progress of Shieldpay’s onboarding process and the execution of payment transactions in relation to a project. Access to the Insights Platform is provided free-of-charge.
Restrictions on use
Except as permitted under clause 1 above, nothing in these Terms grants the Firm or any Authorised User the right to access and use the Insights Platform for any other purpose, or to disclose, reproduce, distribute, modify or create derivative works from the Insights Platform. Except to the extent permitted by law, the Firm shall not, and shall procure that the Authorised Users must not, decompile, reverse engineer, disassemble, decrypt or otherwise attempt to derive the source code of the Insights Platform, or access, observe or record the functioning of the Insights Platform with a view to developing a product or service which competes with the Insights Platform. The Firm will be liable for any breach of this clause by its Authorised Users.
Beta version
The Firm acknowledges that the Insights Platform is currently in ‘beta’ meaning that Shieldpay cannot guarantee that access to the Insights Platform will be uninterrupted or error-free, that errors and bugs are likely to be present, and that Shieldpay may change the functionality or appearance of the Insights Platform at any time without notice.
Security
The Firm shall, and shall procure that the Authorised Users must, keep all user IDs, passwords and other access credentials relating to the Insights Platform confidential. If the Firm knows or reasonably suspects that any such access credentials have become compromised, it shall notify Shieldpay in writing promptly and in any event within 24 hours of its awareness or suspicion arising.
Data protection
To the extent that the Insights Platform provides Authorised Users with access to personal data, the parties intend that they will be separate and independent controllers in respect of the processing of such personal data, and each party shall comply with its obligations under UK data protection law.
Termination of access
Shieldpay may suspend or terminate the Firm’s or any Authorised User’s access to the Insights Platform at any time without notice.
Our liability
No representations, warranties or other terms of any kind are given in respect of the Insights Platform and all statutory warranties and conditions are excluded to the maximum extent permitted by law. Shieldpay will not be liable for any direct, indirect or consequential losses of any nature arising from the Firm’s, any Authorised User’s, or any third-party’s reliance upon the data made available via the Insights Platform. Shieldpay’s liability will, in any event, be limited to £250.
Shieldpay may suspend or terminate the Firm’s or any Authorised User’s access to the Insights Platform at any time without notice.
General
Entire agreement: These Terms constitute the entire understanding between the parties regarding the subject matter of these Terms.
Rights of third parties: No person other than a party to the agreement framed by these Terms has the right to enforce these Terms.
Governing law: The laws of England and Wales, without giving effect to its principles of conflicts of law, govern all disputes or claims (including non-contractual disputes or claims) brought by either party against the other party arising out of these Terms.
Jurisdiction: Each party irrevocably agrees that it shall submit to the exclusive jurisdiction of the courts of England and Wales for the settlement of all disputes or claims (including non-contractual disputes or claims) brought by either party against the other party arising out of these Terms.