API Licence Agreement

You, the Broker (as defined below), shall not access or use the OPAL API (as defined below) or the OPAL API Instructions (as defined below) until you have read and accepted all of the terms and conditions set out below. Permission to use the OPAL API and the OPAL API Instructions is conditional upon you accepting these terms and conditions. By ticking the acceptance box or by accessing or using the OPAL API and/or the OPAL API Instructions you will be deemed to have accepted these terms and conditions. On acceptance of these terms and conditions by you an agreement is formed between you and the Managing Agent (as defined below), which governs your use of the OPAL API and the OPAL API Instructions (the “Agreement”). The Agreement incorporates all of these terms and conditions to the exclusion of any and all other terms and conditions that you may purport to apply.

Introduction

(A) The Managing Agent and/or its third party licensors own any and all Intellectual Property Rights subsisting in the OPAL API (as defined below).
(B) The Managing Agent has agreed to grant a licence to the Broker to use the Opal API solely for the Purpose on the terms and conditions set out in this Agreement.

It is agreed as follows:

1 Definitions and interpretation

In this Agreement:

1.1 (including the Introduction), unless the context otherwise requires, the following definitions apply:

Broker or you means the person that accesses or uses the Opal API and/or Opal API Instructions;

Confidential Information means all information (whether written, oral or in electronic form): (i) concerning the business and affairs of the Managing Agent that the Broker obtains or receives as a result of the discussions leading up to or the entering into or the performance of this Agreement: or (ii) that the Broker obtains or receives at any time concerning the Opal API;

Intellectual Property Rights means rights in the nature of passing off, get-up, registered designs and unregistered designs and design rights, topography rights, copyright (including copyright in software), moral rights, database rights, trade marks, service marks, rights in inventions, patents, know-how, trade secrets and other confidential information, and all other intellectual property rights and rights of a similar or corresponding character which may exist now or in the future subsist in any part of the world (whether registered or not or the subject of an application for registration) and including all rights to apply for, and obtain, registrations in respect of any and all of the foregoing, each for their full term including extensions, revivals and renewals thereof;

IPR Claim means any:

(a) actual, suspected or threatened infringement of any of the Intellectual Property Rights subsisting in the Opal API or Opal API Instructions;

(b) actual, suspected or threatened unauthorised disclosure, misappropriation or misuse of any part of the Opal API or Opal API Instructions or any of the Intellectual Property Rights subsisting in the same; or

(c) claims made or threatened that the Opal API or Opal API Instructions infringes the rights (including the Intellectual Property Rights) of any third party;

Managing Agent means Aegis Managing Agency Limited, a company incorporated in England and Wales under registered company number 03413859 and whose registered office is at 25 Fenchurch Avenue, London, England EC3M 5AD;

New Version means any updated, amended, modified or corrected version of the Opal API issued from time to time by the Managing Agent to the Broker after the date of this Agreement;

Opal API means the application programming interface for the Opal Platform and all New Versions;

Opal API Instructions means any and all instructions for the use of the Opal API, together with any modifications or additions made to such instructions, provided by the Managing Agent from time to time;

Opal Platform means the Managing Agent’s and/or the Managing Agent’s third party licensors’ proprietary software broking and policy administration platform known as “Opal”;

Policies means the Managing Agent’s security, confidentiality, usage and other policies provided to the Broker from time to time, whether in hard copy, electronic form or otherwise; and

Purpose means to interface the Broker’s software platform with the Opal Platform for the purpose of exploring potential insurance business opportunities;

1.2 words importing the singular shall include the plural and vice versa, words importing a gender shall include all genders and words importing persons shall include bodies corporate, unincorporated associations and partnerships;

1.3 references to Clauses are references to Clauses of this Agreement;

1.4 the Clause headings are included for convenience only and shall not affect the interpretation of this Agreement;

1.5 any reference to persons, includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);

1.6 a reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute;

1.7 any reference to a statute, statutory provision, subordinate legislation, code or guideline (legislation) is a reference to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation; and

1.8 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.

2 Licence and compliance

2.1 In consideration of the Broker agreeing to comply, and complying, with the terms and conditions of this Agreement, the Managing Agent hereby grants to the Broker with effect from the date of commencement of this Agreement a non-exclusive, revocable, non-sub licensable and non-transferable licence to use the Opal API and Opal API Instructions for the Purpose subject to and in accordance with the terms of this Agreement. For the avoidance of doubt, if and to the extent the Managing Agent issues a New Version after the commencement of this Agreement, all rights and obligations created pursuant to this Agreement shall apply to such New Version or New Versions.

2.2 The Broker shall at all times use the Opal API and the OPAL API Instructions in accordance with: (i) all applicable laws; and (ii) the Policies.

2.3 The Broker shall ensure that it has all rights, permissions and licences required to lawfully connect, interface and use the OPAL API with the Broker’s IT systems and environment.

3 Copying and modifying the Opal API

3.1 The Broker may only make copies of the Opal API and Opal API Instructions to the extent required for the exercise of the rights granted to the Broker under this Agreement. The Broker shall take all reasonable precautions to protect the Opal API and Opal API Instructions from unauthorised copying or use.

3.2 Except as expressly permitted by this Agreement or by law, the Broker shall not (nor permit anyone else to):

(a) alter, modify, copy, adapt or translate;

(b) combine with or incorporate into any other computer programs; or

3.3 The Broker shall not modify or remove any copyright or proprietary notices on the Opal API or Opal API Instructions and shall reproduce such notices on any copies of the Opal API or Opal API Instructions which it may make, in the form in which they appear on the original.

4 Opal API ownership

4.1 The Broker acknowledges and agrees that the Managing Agent and/or the Managing Agent’s third party licensors shall own all Intellectual Property Rights that subsist from time to time in the Opal API and/or Opal API Instructions and the Broker shall have no rights in or to the Opal API or Opal API Instructions other than as set out in this Agreement.

4.2 The Broker hereby assigns to the Managing Agent (by way of present and, where appropriate, future assignment) with full title guarantee any and all Intellectual Property Rights that subsist in the Opal API and Opal API Instructions from time to time and that vest (whether by operation of law or otherwise) at any time in the Broker.

5 Intellectual Property Rights

5.1 The Broker shall not, directly or indirectly, assist any other person to do or omit to do anything that diminishes the rights of the Managing Agent in the Opal API.

5.2 The Broker shall promptly notify the Managing Agent in writing, giving full particulars, if and when it becomes aware of an IPR Claim.

5.3 In respect of each IPR Claim:

(a) the Managing Agent shall, in its absolute discretion, decide what action, if any, to take;

(b) the Managing Agent shall have exclusive control over, and conduct of, all claims and proceedings;

(c) the Broker shall not make any admissions or statements other than to the Managing Agent and shall provide the Managing Agent with all assistance that it may reasonably require in the conduct of any claims or proceedings (including lending its name to, and/or commencing and defending proceedings and claims where requested to do so by the Managing Agent); and

(d) the Managing Agent shall be entitled to all damages, moneys on account, rights, awards and remedies granted or awarded in respect of any action it takes or requests the Broker to take in respect of the IPR Claim and any of the foregoing which may be received by the Broker shall be paid by the Broker to the Managing Agent within 30 days of receipt of the same.

6 Liability and indemnity

6.1 The warranties and conditions stated in this Agreement are in lieu of all other conditions, warranties or other terms that might be implied into or incorporated into this Agreement whether by statute, common law or otherwise, all of which are hereby excluded to the extent permitted by applicable law.

6.2 The liability of the Managing Agent under this Agreement shall be unlimited for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation; and

6.3 Subject to Clause 6.2, the Managing Agent’s total aggregate liability arising out of or in connection with this Agreement (whether such liability arises in contract, tort (including negligence), under indemnity or otherwise) shall be limited to £1,000.

6.4 Subject to Clause 6.2, the Managing Agent shall not be liable (whether such liability arises in contract, tort (including negligence), under indemnity or otherwise) for any:

(a) loss of profits, loss of business, loss of goodwill, loss of anticipated savings or loss or corruption of data, information or software; or

(b) special, indirect or consequential loss or damage.

6.5 The Broker shall indemnify the Managing Agent against all claims, demands, actions, costs, liabilities, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages incurred or suffered by the Managing Agent arising out of or in connection with the Broker’s exercise of the rights granted to it under this Agreement or any breach by the Broker of any of the terms of this Agreement.

6.6 The Managing Agent does not warrant or represent that the OPAL API shall: (i) be available, secure, uninterrupted or error free; (ii) be maintained or updated; (iii) meet the Broker’s requirements; or (iv) be interoperable or compatible with any software, hardware or service.

7 Confidentiality and data protection

7.1 The Broker shall hold in confidence all Confidential Information and shall not use or disclose such Confidential Information other than as permitted by this Agreement.

7.2 The Broker shall use the Confidential Information only as necessary to comply with its obligations, and to exercise its rights, under this Agreement.

7.3 The Broker may only disclose Confidential Information as set out below:

(a) with the prior express written permission of the Managing Agent;

(b) to those of its officers and employees as may be strictly necessary for the purpose of the Broker complying with its obligations, or exercising its rights, under this Agreement, provided that before any such disclosure the Broker shall make such officers and employees aware of its obligations of confidentiality under this Agreement and shall at all times procure compliance by those persons with them; and/or

7.4 The provisions of Clauses 7.1, 7.2 and 7.3 shall not apply to any information which is or becomes public knowledge other than by breach of this Clause.

7.5 Without prejudice to the other rights of the Managing Agent, in the event of an unauthorised disclosure or use of the Confidential Information occurring directly or indirectly through disclosure made to the Broker, the Broker shall (as soon as it becomes aware of the same) notify the Managing Agent of such unauthorised disclosure and use all reasonable endeavours to assist the Managing Agent in recovering and preventing the use of, dissemination, sale or other disposal of such Confidential Information.

7.6 The Broker acknowledges and agrees that, to the extent it processes any personal data (as defined under applicable data protection laws) on the Opal API, it does so as a controller (as defined under applicable data protection laws). Accordingly, the Broker shall ensure that it complies with all data protection laws that apply to such processing and/or to the Broker in its capacity as a controller of such personal data.

8 Term and termination

8.1 This Agreement shall commence on the date of this Agreement and shall remain in full force and effect until terminated in accordance with the provisions of this Agreement.

8.2 The Managing Agent may terminate this Agreement without cause at any time for convenience (and shall not incur any liability under this Agreement as a result of such termination) by giving at least 5 days’ prior written notice of such termination to the Broker.

8.3 The Managing Agent may terminate this Agreement with immediate effect (and shall not incur any liability under this Agreement as a result of such termination) by giving written notice of such termination to the Broker at any time on or after the occurrence of any of the following events:

(a) the Broker commits a material breach of any of the terms of this Agreement and either that breach is not capable of remedy or, if the breach is capable of remedy, the Broker fails to remedy that breach within seven days of being notified of the breach by the Managing Agent. The Broker acknowledges and agrees that any breach of its obligations under Clause 7 shall constitute a material breach of this Agreement that is not capable of remedy; or

(b) a receiver, liquidator or administrator is appointed for the Broker or the Broker passes a resolution for the appointment of a liquidator (other than (in any such case) a voluntary winding-up of a solvent company for the purposes of amalgamation or reconstruction); an order is made for the appointment of an administrator to manage the affairs, business and property of the Broker or notice of intention to appoint an administrator is given by the Broker or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986); the Broker takes steps to enter into a company voluntary arrangement, a scheme of arrangement under Part 26 Companies Act 2006 or any analogous compromise or arrangement (whether formal or informal) with any of its creditors (other than (in any such case) a voluntary winding-up of a solvent company for the purposes of amalgamation or reconstruction); any substantial part of the assets of the Broker is the object of attachment, sequestration or other type of comparable proceeding; or the Broker is unable or admits in writing its inability to pay its debts as they fall due.

9 Effects of termination

9.1 The termination of this Agreement shall not prejudice or affect any right of action or remedy which shall have accrued up to the date of termination.

9.2 On termination of this Agreement:

(a) all licences and rights granted to the Broker under this Agreement shall automatically terminate;

(b) the Broker shall cease to be entitled to use, and shall immediately cease using, the Opal API and Opal API Instructions; and

(c) the Broker shall promptly deliver to the Managing Agent or destroy (at the Managing Agent’s direction) all items, materials, documentation and records in its possession or control relating to the Opal API and Opal API Instructions and/or containing any Confidential Information.

9.3 Clauses 1, 3, 4, 5, 6, 7 and 9 to 14 (inclusive) shall survive termination of this Agreement and shall continue to apply as shall any other provision which by its nature is intended to survive termination.

10 Assignment

The Broker shall not assign, novate or otherwise dispose of or create any trust in relation to any or all of its rights and obligations under this Agreement without the prior written consent of the Managing Agent.

11 Further assurance

The Broker shall at its own cost and expense do or procure to be done all such further acts and things and execute, or procure the execution of, all such other documents as the Managing Agent may from time to time require in order:

(a) to give full effect to this Agreement;

(b) to give the Managing Agent the full benefit of the provisions of this Agreement; and/or

(c) for the Managing Agent (or such other party that the Managing Agent determines) to apply for, and obtain, registrations in respect of any Intellectual Property Rights assigned to the Managing Agent pursuant to this Agreement.

12 General

12.1 A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

12.2 If any provision of this Agreement or the application thereof to any party or circumstance shall be declared void, illegal or unenforceable, the remainder of this Agreement shall be valid and enforceable to the extent permitted by applicable law. In such event, the parties shall use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by applicable law, achieves the purposes intended under the invalid or unenforceable provision.

12.3 Any failure by either party to enforce at any time any term or condition under this Agreement shall not be considered a waiver of that party’s right thereafter to enforce each and every term and condition of this Agreement.

12.4 Without prejudice to any other rights or remedies that the Managing Agent may have, the Broker acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Agreement by the Broker. Accordingly, the Managing Agent shall be entitled, without proof of special damages, to seek the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement.

12.5 All remedies available to the Managing Agent for breach of this Agreement are cumulative and may be exercised concurrently or separately and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.

12.6 Any variation of this Agreement must be in writing and signed by duly authorised representatives of each of the parties. The variation will take effect from the date of last signature.

12.7 This Agreement, together with the documents referred to in it, constitute the entire agreement between the parties in respect of its subject matter and supersede all previous negotiations, agreements and commitments with respect thereto.

12.8 Each party acknowledges and agrees that it has not relied on any representation made by the other party or any arrangement, understanding or agreement (whether written or oral) with the other party that is not expressly set out or referred to in this Agreement.

12.9 This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

13 Notices

13.1 All notices served under this Agreement shall be in writing and shall be sent to the recipient party’s email address, or its office address set out in this Agreement, or to such other address as may be designated by the recipient party in writing from time to time in accordance with this Clause 13.

14 Governing Law and Jurisdiction

14.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including, without limitation, non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

14.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement and its subject matter or formation (including non-contractual disputes or claims).