MEMBER MODELLING SOFTWARE
USER TERMS AND CONDITIONS



IMPORTANT: THESE TERMS AND CONDITIONS (“TERMS”) APPLY TO THE MEMBER MODELLING SOFTWARE (“THE SOFTWARE”), AVAILABLE ON THE LLOYD’S WEBSITE (www.lloyds.com). YOU WILL BE ASKED TO READ AND ACCEPT THESE TERMS BEFORE ACCESSING THE SOFTWARE. THESE TERMS ARE ISSUED BY LLOYD’S.

1. Definitions and Interpretation

1.1 In these Terms:

“Applicable Regulations” means all applicable legislation, laws, regulations, rules, codes of practice with which a Firm or User must comply when using the Software;

“Firm” means a Lloyd’s Managing Agent, a Lloyd’s Members’ Agent or a Third Party User that has been given permission by Lloyd’s to access and use the Software;

“Firm User” means an individual registered at Lloyd’s to use the Software on behalf of a Firm;

“Individual User” means a Member of Lloyd’s registered to use the Software;

“Information” means any data submitted to the Software by a User;

“Intellectual Property Rights” means all rights including but not limited to trade marks, names, logos, copyright, database rights, patents and know-how;

“Software” means the Member Modelling Software;

“User” means a Firm User or an Individual User;

a clause or schedule, unless the context otherwise requires, is a reference to a clause of or a schedule to these Terms;

the singular includes the plural and vice versa, unless the context otherwise requires.

2. Terms and conditions of use

2.1 By completing and signing the Member Modelling Software Application Form, the Firm agrees that it is bound by these Terms.

2.2 By accessing the Software, Users accept and are bound by these Terms.

2.3 A Firm or User who has neither accepted nor been deemed to have accepted these Terms has no right to enforce them.

2.4 Lloyd’s reserves the right to grant, restrict or revoke access of Users or prospective Users to the Software at any time.

2.5 Lloyd’s or its agents or suppliers may monitor usage of a User’s username and password and unusual patterns of use may be investigated.

3. Firm Responsibilities

3.1 A Firm is responsible for:

3.1.1 providing Lloyd’s with details of Firm Users who will have access to the Software in accordance with these Terms;

3.1.2 ensuring persons are appropriate to be added as Firm Users and that the level and nature of the access rights granted are appropriate to the Firm User’s role and normal business activities;

3.1.3 ensuring that Lloyd’s is notified immediately so that the Firm User’s username and password can be disabled to prevent them from accessing the Software if a Firm User ceases to be authorised by the Firm to use the Software for any reason, including but not limited to change of function, termination, departure or any other action which ought to prevent them from having access to the Software; and

3.1.4 monitoring Firm Users’ conduct to ensure that they comply with these Terms.

4. Use of the Software

4.1 Users must only use the Software in accordance with these Terms.

4.2 Users must not provide any other individual or company with their user names and passwords.

4.3 A Firm User must only use the Software for the purpose of calculating indicative funds at Lloyd’s ratios on an economic capital assessment basis for Members of Lloyd’s for which the Firm acts and Individual Users for themselves. Users may for these purposes download data from the Software.

4.4 Users must comply with the Applicable Regulations within the jurisdiction from which they are accessing the Software.

4.5 Users must not:

4.5.1 use the Software for any purpose that is unlawful or prohibited by any applicable law, regulation, rule or legislation;

4.5.2 post, transmit or disseminate any information on or via the Software which is or may be harmful, obscene, defamatory or otherwise illegal;

4.5.3 use the Software in a manner which causes or may cause an infringement of the rights of Lloyd’s and/or any other person;

4.5.4 use any software, routine or device to interfere or attempt to interfere electronically or manually with the operation or functionality of the Software including but not limited to uploading or making available files containing corrupt data or viruses via whatever means;

4.5.5 deface, alter or interfere with the “look and feel” of the Software or the underlying software code;

4.5.6 take any action that imposes an unreasonable or disproportionately large load on the Software or related infrastructure;

4.5.7 obtain or attempt to obtain access, via whatever means, to any part of the Software or the Lloyd’s networks for which it is not authorised.

4.6 Lloyd’s reserves the right to remove, modify or alter any data submitted to the Software by a User in breach of clause 4.5 but this shall not affect any other remedy which may be available to Lloyd’s.

4.7 Firms and Individual Users undertake to put systems in place to minimise the risk of viruses being transmitted or distributed over the Software including the use of and regular updating of commercially available virus detection software.

5. Intellectual Property

5.1 All Intellectual Property Rights in the Software, including but not limited to the underlying software code existing now or in the future shall be and remain the property of Lloyd’s.

5.2 The content published on the Software and all Intellectual Property Rights in it are owned by Lloyd’s or that content is made available to Lloyd’s under licence from third parties.

5.3 All Intellectual Property Rights in the Information shall remain in the ownership of the Firm or Individual User and the Firm or Individual User grants Lloyd’s a perpetual licence to use the Information for its lawful business purposes.

6. Updates

6.1 Lloyd’s may make improvements or changes to the Software. Changes or improvements that are material will be notified to Firms and Individual Users by Lloyd’s.

6.2 Lloyd’s may also modify these Terms at any time and such modification shall be effective immediately upon posting of the modified Terms on www.lloyds.com. Accordingly, continued access or use of the Software is deemed to be acceptance of the modified Terms. Material modifications to the Terms as determined in Lloyd’s sole discretion will be notified to Firms and Individual Users by Lloyd’s.

7. Data Protection

7.1 Where any personal data, as defined in the Data Protection Act 1998 (“the Act”), is provided by a Firm or a Firm User to Lloyd’s, the Firm confirms that:

7.1.1 it has the consent of the owner of the personal data to provide such data to Lloyd’s; and

7.1.2 it has complied with its obligations as set out in the Act.

7.2 Lloyd’s will process any personal data provided by a Firm or User in accordance with the Privacy and Security Statement attached to these Terms.

8. Security

8.1 Lloyd’s will use all reasonable endeavours to ensure that the Software is secure. Details of the security measures for the Software are set out in the Lloyd’s Website Security Statement attached to these Terms. Lloyd’s cannot guarantee that information displayed on the Software has not been interfered with.

8.2 If a Firm or User chooses to send any electronic communications to Lloyd’s (whether by email or otherwise), they do so at their own risk. Lloyd’s cannot guarantee that such communications will not be intercepted or changed or that they will reach the intended recipient safely.

9. Warranties

9.1 The Software is provided “as is” and Lloyd’s gives no warranties in respect thereof. Specifically, but without limitation, Lloyd’s does not warrant that:

9.1.1 Firms or Users will be able to use the Software or that the Software will continue to be made available in its current or any other form;

9.1.2 the Software or any software or material of whatever nature available on or downloaded from it will meet a Firm’s or User’s data processing requirements, be uninterrupted or free from errors, defects or viruses, or compatible with a Firm’s or User’s equipment or fit for any purpose. It is the Firm’s and the Individual User’s responsibility to use suitable anti-virus software and to ensure compatibility with its equipment; or

9.1.3 any content or information published on the Software is accurate or complete.

9.2 Any warranties which would otherwise be implied by law (including, without limitation, warranties as to satisfactory quality, fitness for purpose or skill and care) are hereby excluded.

10. Content warranty

10.1 Whilst Lloyd’s and other third parties may provide certain data and information on the Software, Firms and Users shall be entirely responsible for the content and accuracy of data and information on the Software.

11. Liability

11.1 Lloyd’s accepts no responsibility or liability for any loss of or corruption of data or information, unauthorised access to, alteration of, or use of any records, programs or files on the Software, the Firm’s or Users’ use of or inability to use the Software, out-of-date or inaccurate or incomplete data or information held on the Software or any communications, missed or delayed or otherwise, between the Firm or Users and Lloyd’s.

11.2 Lloyd’s shall not be liable for any failure or delay in performing its obligations under these Terms that arises as a result of circumstances beyond its reasonable control.

11.3 Lloyd’s shall not be liable to the Firm or a User whether for negligence, breach of contract, misrepresentation or otherwise, for (i) any direct loss or damage; (ii) loss or damage arising from third party claims; (iii) loss of profit or goodwill suffered by the Firm or a User; or (iv) indirect or consequential loss or damage suffered by the Firm or a User.

11.4 Except as set out in these Terms, all conditions, warranties and representations, whether express or implied by statute, common law or otherwise are expressly excluded.

11.5 Nothing in these Terms shall operate to limit Lloyd’s liability for (i) fraud, or (ii) death or personal injury caused as a result of negligence on the part of Lloyd’s or its employees.

12. Termination

12.1 Lloyd’s reserves the right to terminate at any time the Firm’s or a User’s access to the Software immediately for any reason, including but not limited to, the Firm and/or Users’ abuse or misuse of the Software as determined by Lloyd’s in its sole discretion.

12.2 Termination of these Terms will not affect any obligations that accrue before such termination.

13. Severability and inconsistency

13.1 If any provision in these Terms shall be unlawful, void or for any reason unenforceable, that provision shall be deemed severable from the rest of the Terms and shall not affect the validity and enforceability of the remaining provisions of these Terms.

14. Entire Agreement

14.1 These Terms constitute the whole agreement between the parties and supersede all previous agreements between the parties relating to their subject matter. Each party acknowledges that, in entering into these Terms, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these Terms.

15. Notices

15.1 Notices which may be required to be given under these Terms by either party to the other shall be in writing and sent by email, facsimile or by prepaid first class post, to the following addresses:

Lloyd’s: Market Reserving & Capital, Lloyd’s, One Lime Street, London EC3M 7HA; and

Firm or User: the address of the registered office or such other addresses as may be notified to Lloyd’s in writing from time to time.

In the case of a notice sent by email or facsimile it shall be confirmed by sending a copy of such notice by first class post. Any notice sent by email or facsimile shall be deemed to be received on the same day of despatch, and any notice sent by prepaid first class post shall be deemed to be received three (3) days after the date of posting.

16. Governing Law and Jurisdiction

16.1 These Terms and all matters arising from or in connection with them shall be governed and construed in accordance with English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

17. Third Party Rights

17.1 No person who is not a party to these Terms shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

18. Enforcement

18.1 The failure by either party to enforce any provision of these Terms shall not be deemed as a waiver of the right to enforce such term or condition.