Tycom Client Portal - Terms of Use

Interpretation
1. In these Portal Terms, unless the context otherwise requires: Authorised User(s): means the officers, employees and representatives of the Customer who are authorised by the Customer to access and use the Portal via a User Account (including the Primary User, as defined in clause 2.2(a));
  
  Contract: means each contract between the Customer and Tycom for the performance of the Services;
  
  Customer means the customer in receipt of the Services, who is provided access to the Portal subject to and in accordance with these Portal Terms;
  
  Customer Account means the details of the Customer’s relationship with Tycom, including details of the Contracts in effect, the Services received by the Customer, and associated account contact and billing information;
  
  Tycom means Tycom Limited registered in Scotland with company number SC413282 of 37 Queens Road, Aberdeen, AB15 4ZN;
  
  Service Terms and Conditions means the terms and conditions applicable to each Contract for Services, as appended to the applicable Order.
  
  Order shall have the meaning given in the Service Terms and Conditions;
  
  Portal means The Client Portal platform for providing the customer with account information and other associated services accessed via secure.tycom.co.uk;
  
  Portal Terms means these terms and conditions and any other terms or policies referenced in them;
  
  Privacy Policy means Tycom’s privacy policy from time to time available at https://secure.tycom.co.uk/home/privacy or any replacement URL;
  
  Purpose means the internal administration of the Customer Account and associated Services
  
  Services means the products and services supplied by Tycom pursuant to an Order (as may be further defined in the Service Terms and Conditions);
  
  User Account(s) means each of the user account(s) (comprising a username and password) via which the Customer accesses the Portal;
  
  Virus means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data; or adversely affect the user experience, including worms, trojan horses, viruses and other similar devices; and
  
  Website means Tycom’s website, accessible via www.tycom.co.uk
2. In these Portal Terms, the following rules apply:
  1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
  2. a reference to a party includes its personal representatives, successors or permitted assigns;
  3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
  4. any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
  5. a reference to writing or written includes e-mails but excludes faxes.
3. Any obligation in these Portal Terms on a person not to do something includes an obligation not to agree or allow that thing to be done.
Portal
1. Subject to the Customer setting up and/or holding a Customer Account comprising at least one valid and existing Contract, Tycom grants the Customer a limited, personal, non-exclusive, worldwide, royalty-free licence to permit Authorised Users to access and use the Portal for the Purpose.
2. In relation to Authorised Users, it is agreed that:
  1. Tycom shall provide a registration link for the Portal to the primary Customer Account contact (Primary User). The Customer warrants and represents that the Primary User has the requisite authority to bind the Customer to these Portal Terms;
  2. the Primary User shall have authority to grant access to other Authorised Users and the Customer shall be fully responsible for any User Account(s) created and/or approved by the Primary User;
  3. the Customer shall not allow or suffer any User Account to be used by more than one individual Authorised User, unless it has been reassigned in its entirety to another nominated individual Authorised User, to the exclusion of the prior Authorised User;
  4. the Customer shall procure that each Authorised User shall create, maintain and keep confidential a unique, secure password or other token for access to their User Account;
  5. if an individual ceases to be an Authorised User, the applicable User Account must be transferred or disabled so that it can no longer be used by that individual; and
  6. the Customer shall remain primarily liable for the acts and omissions of its Authorised Users in connection with the access to and use of the Portal.
  7. the Customer shall inform Tycom if any Authorised User is no longer in the employ of the Customer, or is no longer to remain an Authorised User. The Customer should regularly review their users to ensure no unauthorised access is possible.
3. The Customer undertakes that it shall not access, store, distribute or transmit any Viruses via the Portal, nor any content, data, information or material that:
  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  2. facilitates illegal activity;
  3. depicts sexually explicit images;
  4. promotes unlawful violence;
  5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  6. is otherwise illegal or causes damage or injury to any person or property,
  and Tycom may, without liability or prejudice to any other rights or remedies it may have, delete or disable the Customer’s access to any such material and/or suspend the Customer’s access to the Portal.
4. The Customer agrees to promptly notify Tycom on becoming aware of any actual or potential unauthorised access to any User Account, or access to, disclosure, or loss of access credentials to any User Account.
5. The Customer acknowledges and agrees that the Portal is provided as a customary tool, ancillary to the Services. The Portal shall not be deemed to form part of the Services and, accordingly, whilst Tycom shall use reasonable endeavours to make the Portal available 24 hours a day, 7 days a week, it does not give any undertaking, warranty or representation that access to the Portal shall be uninterrupted or error-free.
6. Tycom reserves the right to update the Portal from time to time, including by the addition, substitution or removal of features or functionality. Tycom does not guarantee that any particular feature or functionality shall continue to be provided via the Portal and no liability is accepted for any changes that may have a detrimental impact on the Customer’s ability to access and use the Portal or administer the Customer Account.
Customer Account Administration
1. Whilst Tycom takes reasonable efforts to verify the Customer Account information available via the Portal, it is reliant on information provided by the Customer and gathered from other sources, and cannot guarantee that such information is complete, accurate and/or up to date. If the Customer becomes aware of any inaccuracy or error, it agrees to promptly notify Tycom.
2. The Customer is responsible for verifying any invoice and billing information provided or input via the Portal and agrees to promptly notify Tycom of any error or inaccuracy. If incorrect billing information is provided, the Customer acknowledges that it shall be liable for any missed and/or late payments pursuant to the Service Terms and Conditions.
3. In relation to Orders and User Changes created and submitted via the Portal, the Customer agrees that:
  1. once confirmed by Tycom, each Order or User Change shall constitute a valid and binding Contract between Tycom and the Customer, subject to the Service Terms and Conditions and the Customer hereby accepts any charges liable for any additional licences required to enact this change;
  2. it is responsible for reviewing the contents of the Order or User Changes and ensuring that it is complete and accurate prior to submission as Orders cannot be amended or withdrawn following submission; and
  3. each Authorised User with User Account privilege to create and submit Orders or User Changes has the requisite authority to bind the Customer to the Contract.
Usage of the Portal
1. The Customer agrees that it shall:
  1. supply all information and assistance reasonably required by Tycom in order to provide access to the Portal and associated Customer Account information and administration functionality;
  2. exercise reasonable security precautions in relation to its access to and use of the Portal; and
  3. comply with all applicable laws and regulations in connection with the performance of these Portal Terms.
2. The Portal is accessed via the Internet. The Customer is responsible for the provision of and payment for the telecommunications services plus any suitable computer, browser, modem and any other items of hardware, software or communications equipment necessary to enable the Customer to access and use the Portal.
3. Tycom is not responsible for any delays or risks inherent in the use of the Internet and/or unavailability or inaccessibility caused by an ISP or telecommunication failures.
4. Customer Account and User Account information shall be handled and processed by Tycom in accordance with its Privacy Policy. By accessing and using the Portal, the Customer indicates its acceptance of the Privacy Policy and confirms that it has all necessary consents or other lawful bases to provide the same to Tycom in connection with the provision of the Portal and for Tycoms account management purposes.
5. The Customer shall not:
  1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
    1. and except to the extent expressly permitted under these Portal Terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Portal or any software comprised therein in any form or media or by any means; or
    2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Portal or software comprised therein; or
  2. access all or any part of the Portal in order to build a product or service which competes with the Portal; or
  3. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Portal available to any third party except the Authorised Users.
6. The Customer must not, in connection with its use of the Portal, commit any act, or make any statement, that may constitute misrepresentation or fraud.
Warranty & Disclaimers
1. com warrants that the Portal shall be provided with reasonable skill and care and in accordance with all applicable laws and regulations. Otherwise, except as expressly provided in these Portal Terms the Portal is provided “as is” and to the extent permissible by law, any other condition, warranty or representation, whether implied by law, conduct, course of dealing of otherwise, is hereby excluded.
2. The Customer acknowledges and agrees that it shall only use the Portal for internal business purposes and that it shall not commit any act or omission solely in reliance on the data provided via the Portal.
3. The Customer is solely responsible for the use of the Portal via its User Accounts, whether by Authorised Users, any other person to whom the Customer gives access to the Portal and any person who gains access as a result of the Customer’s failure to use reasonable security precautions, even if such use was not authorised by the Customer.
4. The Portal is not intended as a substitute for the Customer maintaining its own copy of relevant Customer Account records and having appropriate back-up procedures in place. In the event of any loss or corruption of data within the Portal, Tycom’s sole liability and the Customer’s sole and exclusive remedy shall be for Tycom to use reasonable endeavours to restore such data from its last available back-up.
Termination
1. The Customer’s access to the Portal shall continue for so long as it holds a Customer Account and subject to the Customer’s compliance with these Portal Terms. Tycom may suspend or terminate the Customer’s access to the Portal if:
  1. it becomes aware or reasonably suspects that the Customer is in breach of these Portal Terms;
  2. it becomes aware or reasonably suspects that any User Account has been compromised; or
  3. all Contracts have terminated or expired.
2. Notwithstanding any other provision in these Portal Terms, Tycom reserves the right to withdraw or suspend provision of the Portal in its sole discretion, including in circumstances where its agreement(s) with any supplier necessary for the proper provision of the Portal is terminated or expires.
3. On expiration or termination of these Portal Terms for whatever reason, Tycom shall terminate the Customer's access to the Portal and the User Accounts and the Customer must permanently delete or otherwise destroy any copies of any parts of the Portal (and any associated documentation) in its possession or control.
4. Termination shall be without prejudice to any other rights or remedies of that party accrued prior to termination. Any clauses that expressly or impliedly survive termination or expiry shall remain in full force and effect.
Limitation of liability - The Customer’s attention is particularly drawn to this clause
1. Tycom does not exclude its liability for death or personal injury arising from its negligence, liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, or any other liability which cannot be excluded or limited under applicable law.
2. Subject to clause 7.1, Tycom shall not be liable for (i) any of the following types of loss, whether direct or indirect and howsoever caused: any loss of business, contracts profit, anticipated savings, revenue or goodwill, or loss or corruption of data, lost or wasted management time, overhead costs and expenses; or (ii) any indirect, consequential, special, or punitive loss or damage.
3. The Customer acknowledges and agrees that the Portal is provided free of charge and, accordingly, Tycom hereby excludes, to the fullest extent permissible, any and all liability (whether direct or indirect and whether in contract, tort (including negligence), breach of statutory duty or otherwise) arising out of or in connection with the Customer’s use of the Portal. To the extent that any such liability is not capable of exclusion, Tycom’s entire liability to the Customer shall not exceed £1,000.
4. The Customer acknowledges and agrees that the provisions of this clause 7 are reasonable and that Tycom would not provide access to the Portal on a free of charge basis without the benefit or the exclusions and limitations hereunder.
Customer Indemnity

The Customer undertakes to indemnify, defend and hold Tycom harmless from and against any costs, claims, losses, damages, expenses and/or other liabilities incurred by Tycom under or in connection with the Customer’s improper use of the Portal and/or the data accessible therefrom, including any negligent, unlawful, or wilful misuse, or any breach of these Portal Terms.
General
1. Tycom or its licensors own all intellectual property rights in the Portal and all related software and documentation. Other than as specifically granted in these Portal Terms, the Customer obtains no rights to those intellectual property rights.
2. Tycom may modify these Portal Terms at any time, such modifications becoming effective immediately upon being uploaded to the Customer Portal. It is the Customers responsibility to ensure they review these terms on a regular basis to ensure they remain compliant. By continuing to use the Portal following any such modification, the Customer will be deemed to accept such modification.
3. The Customer shall not transfer or assign these Portal Terms or any part of it in whole or in part.
4. The Customer shall not use or export any part of the Portal in a manner that is contrary to the laws of Scotland and applicable international export laws and regulations.
5. Tycom will not be liable if it cannot perform its obligations under these Portal Terms because of circumstances beyond its reasonable control, including technical failure, severe weather, fire or explosion, civil disorder, war or military operations, natural or local emergency, anything done by government or other competent authority or industrial disputes of any kind.
6. Notices may be given by Tycom to the Customer online through the Portal (where specified) or otherwise in writing in accordance with the Service Terms and Conditions.
7. The parties do not intend that any term of these Portal Terms shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to these Portal Terms.
8. These Portal Terms constitute the entire and only agreement between the parties concerning its subject matter and supersede any and all prior agreements, arrangements and understandings (whether written or oral) relating thereto. Neither party has relied upon any statement, representation or warranty of any person other than as expressly set out in these Portal Terms.
9. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
10. If any provision of these Portal Terms is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
11. These Portal Terms are governed by, and construed in accordance with, Scottish law and the parties submit to the exclusive jurisdiction of the Scottish courts as regards any claim or matter arising in relation to these Portal Terms.

Tycom Client Portal - Terms of Use

Interpretation

Portal

Customer Account Administration

Usage of the Portal

Warranty & Disclaimers

Termination

Limitation of liability - The Customer’s attention is particularly drawn to this clause

Customer Indemnity

General