Electronic Access Agreement

By accessing and using the Web Application You confirm Your agreement to be bound by this Electronic Access Agreement (this "Agreement"), and to submit and/or receive documents electronically through the Web Application. The terms and conditions of this Agreement refer to and form part of the Web Application. Please read this Agreement carefully.

You represent and warrant that You have the

  1. legal right to review the Content (as defined below) contained on the Web Application, and
  2. authority to agree to the terms and conditions of this Agreement. 

You further acknowledge that the individual to whom We have given a user ID and password in order to enter the Web Application is the only Person who is entitled to use that user ID and password, the obligations and liabilities under these terms and conditions are owed to Us by both You and Your Employer on a joint and several basis.

QBE reserves the right to change, amend, and modify this Agreement in accordance with the terms set out below.

Definitions

Throughout this Agreement the singular includes the plural and vice versa. Following are the defined terms

Applicable Data Protection Legislation means legislation, regulations and official guidance regulating the use and processing of PII in the jurisdiction in which You are domiciled.

Confidential Information means any proprietary or confidential information, trade secret, or know-how that belongs to QBE or its affiliates or licensors and any PII.  Confidential Information includes:

  1. the Web Application, its documentation, and the terms and conditions of this Agreement;
  2. the Content;
  3. information learned by You from viewing the Web Application screens; and
  4. any non-public technical or business information of QBE, including any information relating to a party’s techniques, algorithms, current and future products and services, research, financial information, customer lists, business forecasts, and marketing plans and information. 

Content means QBE’s underwriting information, policy information, claims information, trademarks, logos, and all other information, whether provided by QBE or Data Contributors, available through the Web Application.

Data Contributors means Dun & Bradstreet or any service provider that may replace it from time to time and all other third parties who contribute to the Content of the Web Application and/or provide Content.

Employer
means Your employer or other Person to whom You provide services.

Person includes individuals, firms, partnerships, limited liability partnerships, companies, bodies corporate, corporations, unincorporated associations, governments, authorities, agencies and trusts (in each case, whether or not having separate legal personality) wherever situated.

PII means any personally identifiable information comprising personal information relating to a living individual that is protected under Applicable Data Protection Legislation.

QBE, Our, We or Us means QBE Insurance Group Limited and any of its affiliates or subsidiaries, which is the owner of the Content on the Web Application.

TCS or Trade Credit System means a web portal system at https://tradecredit.qbe.com/herakles/do operated by QBE to provide a facility allowing for:

  1. the provision of support to QBE clients’ trade credit insurance policies, and
  2. brokers / intermediaries to administer their business with Us.

Web Application means TCS, which is available through the internet.

You or Your means any Person to whom We have given a user ID and password in order to enter the Web Application and includes Your Employer.

Terms and Conditions

  1. License and Purpose. 
    QBE hereby grants You a nonexclusive, revocable, non-sub licensable, non-transferable license to access the Web Application via the internet, solely for Your individual use in connection with the Content maintained by QBE.  QBE hereby grants You the right to access the Web Application and Content, subject to the terms and conditions of this Agreement for the sole purpose of reviewing the Content in connection with a trade credit insurance policy issued in Your favor or brokered by You.
  2. Restriction on Usage.  Except as explicitly provided herein, You will not:
    1. permit access to or disclose all or any part of the Web Application and the available Content to any third party, directly or indirectly, by assignment, sublicense, or any other means;
    2. copy, access in any fashion (except as permitted by this Agreement), reverse engineer, decompile, disassemble, make derivative works from, or modify in whole or in part the Web Application or the Content, or attempt or assist any third party in doing any of the activities in this subsection 2(b);
    3. alter or remove any proprietary notices of QBE or third parties found in or on the Web Application or the Content;
    4. circumvent, disable, disclose, modify, or remove any software security protection methods (including license keycodes, serial numbers, or unlocking codes) that are used in the operation of the Web Application or the Content;
    5. use the Web Application to operate in a time sharing, outsourcing, or service bureau environment; or
    6. use the Web Application or the Content except as permitted in this Agreement.
  3. Scope of Your Obligations. 
    Access to the Web Application will be accomplished through user IDs, passwords, and other secure access devices as issued or required by QBE from time-to-time.  You agree to adhere and abide by all security and safety measures established by QBE.

    You are responsible for the confidentiality and use of Your ID, passwords, and other security devices furnished to You in connection with QBE providing access to the Web Application and the Content.  You will not share Your ID or passwords.  If You believe such a breach of confidentiality may have occurred, or is likely to occur, then You must contact Us immediately.

    You will use the Web Application for lawful purposes only and will not post any Content that in the sole judgment of QBE violates this Agreement, or which may be offensive, defamatory, illegal or violate the rights of any Person or entity, or harm or threaten the safety of any Person or entity. Use of the Web Application and/or the Content contrary to the terms of this Agreement is subject to the indemnification provision contained in paragraph 11 below.
  4. Confidential Information. 
    1. You acknowledge the confidential and proprietary nature of the Confidential Information and agree:
      1. to hold the Confidential Information in confidence;
      2. not to use the Confidential Information other than as permitted in Section 1 under this Agreement; and
      3. not to reveal or disclose any Confidential Information for any purpose to any third party. 
    2. You will safeguard and protect the Confidential Information from theft, piracy, or unauthorized access using the same means You use to protect Your own confidential and proprietary information, which shall be in full compliance with applicable law and never be less than that necessary to establish a commercially reasonable degree of care.
    3. Confidential Information will not include any information that:
      1. at the time disclosed to You, is in the public domain;
      2. becomes part of the public domain through no breach of this Agreement by You or a breach by any third party that is subject to similar obligations of confidentiality owed to Us;
      3. Your written records demonstrate was developed independently by You without reference to the Confidential Information; and
      4. is required to be disclosed by law, provided that (to the extent permitted by applicable law) You must give prior notice of the disclosure to QBE sufficient to permit QBE to seek a protective order, and, absent entry of a protective order, You will only disclose Confidential Information to the minimum extent necessary as determined by Your legal counsel to comply with a valid court or administrative order.
    4. You acknowledge and agree that, in the event of Your breach of this Section 4, QBE will suffer irreparable injuries not compensable by money damages.  Accordingly, QBE will be entitled to a preliminary and final injunction without the necessity of posting any bond or proving actual damages.  This remedy is separate and apart from, and in addition to, any other remedy QBE may have.
    5. You agree to indemnify QBE against any and all loss, cost, damage, and expense, including attorneys’ fees, arising from the misuse or disclosure of Confidential Information by You.
  5. Availability. 
    While We endeavour to ensure that the Web Application is always accessible We will not be held liable if, for any reason, it is unavailable for any period. We may also have to suspend access to the Web Application for routine or emergency updates and maintenance. In addition We cannot warrant that the Web Application will be free of viruses or defects of any description, and We will not be held responsible for any technical or other problems whatsoever You may suffer as a result of Your use of the Web Application.
  6. Updates. 
    Your use of the Web Application is governed by terms and conditions in force at the time of use. We reserve the right to unilaterally alter the Contents of the Web Application and/or these terms and conditions at any time and from time to time without prior notice or consent from You.
  7. No Warranty.
    THE WEB APPLICATION AND THE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. QBE MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED, IMPLIED, OR STATUTORY RELATING TO THE WEB APPLICATION OR THE CONTENT, THE USE OR ANY INABILITY TO USE THE WEB APPLICATION, THE RESULTS OF THE USE OF THE WEB APPLICATION, OR THE ACCURACY OF THE WEB APPLICATION, OR THE CONTENT ACCESSIBLE THROUGH THE WEB APPLICATION. QBE SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES OF TITLE AND NON-INFRINGEMENT, INCLUDING IN RELATION TO CONTENT PROVIDED BY THIRD PARTY DATA CONTRIBUTORS.
  8. Exclusion of Damages
    IN NO EVENT WILL QBE BE LIABLE TO YOU, OR TO ANY THIRD PARTY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOSSES, INCLUDING LOSS OF USE, PROFITS, GOODWILL, OR SAVINGS, OR LOSS OF DATA, DATA FILES, OR PROGRAMS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE WEB APPLICATION OR CONTENT, WHETHER THE LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF QBE IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE LIABILITY, LOSS OR DAMAGE.

    WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL QBE BE RESPONSIBLE FOR ANY DEFECTS, ERRORS, OR NON-CONFORMITIES ARISING FROM OR RELATED TO YOUR UNAUTHORISED MODIFICATION OF THE WEB APPLICATION OR CONTENT, COMBINATION OF THE WEB APPLICATION WITH EQUIPMENT, PRODUCTS, OR MATERIALS NOT FURNISHED BY QBE, OR USE OF THE WEB APPLICATION OR CONTENT IN ANY MANNER OTHER THAN AS INTENDED OR INSTRUCTED.

    YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE WEB APPLICATION AND THE CONTENT IS AT YOUR SOLE RISK. YOU AGREE THAT YOU, NOT QBE, IS RESPONSIBLE FOR EVALUATING THE RISKS ASSOCIATED WITH USE OF THE WEB APPLICATION OR THE CONTENT.
  9. Proprietary Rights.
    The design and intellectual property associated with, and all information which is provided through, the Web Application will remain the property of QBE or its licensors. The Contents are protected by copyright, and QBE and the chain link logo device are registered trademarks of QBE.  Unauthorised use is prohibited.

    QBE and/or its licensors retain ownership of, and reserve all rights, including all intellectual property rights and copyright in, all Content.  You may use the Content solely in connection with the operation of Your or Your client’s trade credit insurance policies, and under no circumstances will You seek to use or permit the use of any Content for Your or another Person’s commercial benefit or attempt to or add any Content to the Web Application that may be detrimental to the supporting software or performance of the Web Application.

    If You would like to copy any Content or use it for any purpose other than as permitted herein, You must contact Us first at tradecredit-au@qbe.comand obtain prior written permission.
  10. Privacy.
    1. All PII input into the Web Application by You will be processed in accordance with the Applicable Data Protection Legislation. You consent to all PII so provided being used for the purposes and being disclosed to the parties set out in this section. Where PII is provided about another Person, You confirm that this is done in accordance with the Applicable Data Protection Legislation.
    2. PII is used to assist in the administration of Your trade credit policy, including underwriting, renewal information, validation of claims history and claims handling.
    3. PII may be disclosed to
      1. other members of the QBE Insurance Group;
      2. other insurance entities interested in the risk written under Your trade credit insurance policy;
      3. agents and service providers appointed by to carry out activities in connection with Your trade credit policy;
      4. law enforcement and other statutory bodies; and
      5. potential purchasers of the whole or part of Our business.
    4. PII may be transferred to third countries which may not have the same standards of protection for PII as the country of Your domicile. In such circumstances We will ensure that such transfers comply with the Applicable Data Protection Legislation and the PII is kept securely and protected from unauthorised access.
    5. We maintain protections and procedures in the storage and disclosure of PII to keep it secure and prevent unauthorised access to or loss of such information.
  11. Indemnity.
    You agree to indemnify Us for any direct and indirect liabilities, costs or damages which We may sustain as a result of Your breach of these terms and conditions.
  12. Limitation of Liabilities.
    You agree that the total liability of QBE for any damages for any reason under or in connection with this agreement and/or the use of the Web Application will be limited to USD1,000.00 this limitation applies to all causes of action in the aggregate, including breach of contract, breach of warranty, infringement, negligence, strict liability, misrepresentations, and all other torts.
  13. Severability.
    If any court or competent authority finds that any (or part of any) term or condition herein is invalid, illegal or unenforceable, that term or condition or part thereof will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other terms and conditions will not be affected.
  14. Assignment. 
    You will not transfer or assign Your obligations under these terms and conditions.
  15. Termination Clause. 
    If You breach or QBE believes You have breached or otherwise failed to comply with any of the provisions of this Agreement, QBE, at its sole discretion and without notice to You, may terminate Your access to the Web Application which shall constitute notice of termination of this Agreement with immediate effect.  At all times, QBE reserves the right to modify, suspend, or discontinue Your access to the Web Application at any time with or without notice to You, and QBE will not be liable to You or to any third party should it exercise such rights.
  16. Applicable Law.
    If Your principal place of residence is in Asia or Oceania, this Agreement (and any non-contractual obligations connected therewith) will be governed by and interpreted in accordance with the laws applicable in the State of New South Wales, Australia.

    If Your principal place of residence is in the UK or Europe or Africa, this Agreement (and any non-contractual obligations connected therewith) will be governed by and interpreted in accordance with the laws and practice of England and Wales.

    If Your principal place of residence is in North America or South America, this Agreement (and any non-contractual obligations connected therewith) will be governed by the laws of the State of New York, United States without giving effect to its conflict of law provisions. 
  17. Consent to Jurisdiction. 
    If Your principal place of residence is in Asia or Oceania, the courts of the State of New South Wales, Australia will have exclusive jurisdiction to settle any disputes arising out of or in connection with these terms and conditions.

    If Your principal place of residence is in the UK or Europe or Africa, the courts of England and Wales will have exclusive jurisdiction to settle any disputes arising out of or in connection with these terms and conditions.

    If Your principal place of residence is in North America or South America, any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement, including its formation and validity will be exclusively settled by arbitration.  Subject to the express provisions of this arbitration clause, the arbitration will be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.  The seat of the arbitration will be New York, New York, in the United States of America, and will be conducted in English.  The decision of a majority of the arbitration panel will be final and binding on the parties. By entering into this agreement to arbitrate, the parties expressly waive any claim for consequential, punitive, exemplary, extra-contractual or any similar damages.  Each party will pay the fees and expenses of its own arbitrator and one half of the fees and expenses of the chairperson.  The arbitration panel may direct the payment of the remaining costs of the arbitration, including legal fees, as it deems appropriate.  Judgment upon the award may be entered by any court having jurisdiction.
  18. Contacting Us.
    If You have any questions or complaints in relation to the Web Application, or wish to amend any errors in the information You have provided, please contact Us at the following email address provided:
    email : tradecredit.support@qbe.com
  19. Miscellaneous.
    1. Use of the Web Application and Content, including transferring, posting, or uploading data, or other Content via the Web Application, may be subject to the export and import laws of the United States, Member States of the European Union, Australia, and other countries. You agree to comply with all applicable export and import laws and regulations.
    2. All Content of the Web Application are intended to be reviewed in their entirety, including footnotes, disclaimers or restrictions and any intellectual property, data protection or proprietary notices.  
    3. You may use the Web Application as an end-user, for Your own internal business related purposes only, and will not publish, reproduce, disclose or otherwise make available or sell any Content whether in hardcopy, electronically stored or transmitted form or otherwise, and whether for the purpose of transacting any credit insurance policy or for any other purpose. You may use Content as management information and may communicate any credit decision or limit provided to the relevant policyholder.
    4. You agree and acknowledge that Data Contributors have relied upon and will be entitled to have full benefit of and enforce all those provisions of these terms and conditions that have a bearing on Your use of Content provided by that Data Contributor and on their rights and liabilities arising out of such use.
    5. You must advise Us at least ten (10) days before You leave employment or stop providing the services to Your Employer pursuant to which You received Your user ID and password. You agree that You will not permit or assist any other Person to have access to the Web Application by using Your user name and ID at any time and that You will at all times take all reasonable steps to prevent the unauthorised use of Your username and ID. You agree and acknowledge that We will have no liability for any unauthorised use of the Web Application.