Dated: 14 December 2018
If you do not agree to be bound by this Agreement, do not access or use any part of the Website, Content or the Platform. We reserve the right, with or without notice, to make changes to this Agreement at our discretion. Continued use of any part of the Services constitutes your acceptance of these Terms, as they may appear at the time you access the Services.
By clicking the “I Agree” button, by availing yourself of our Services, or by accessing, visiting, browsing, using or attempting to interact with or use any part of our Services, you agree that you have read, understand, and agree to be bound by this Agreement as well as our Privacy Statement, which is a part of this Agreement and which can be viewed Here
Employees: Provided your employer has initiated a subscription, we will make the Platform available to you. Once your employer has entered your human resources and benefit data into the Platform, you will be able to access the data and review and edit it as you deem necessary.
Whether you are an employee or an employer, you are not required to purchase insurance products, employee benefits products, or professional advice with respect to any line of your insurance (we call these “Insurance Services”) from us in order to obtain an account and access the Services.
If you live in the Republic of Ireland, and wish to transact Insurance Services, we will refer you to Kindlon Insurances Ltd, which is authorized by the Central Bank of Ireland to transact Insurance Services in the Republic of Ireland.
If you live in the United Kingdom and wish to transact Insurance Services, you agree to (i) designate Eppione Ltd. as your broker of record or agent of record, (ii) authorize us to communicate such designation as broker or agent of record to any insurance carrier, your prior insurance broker and any other person or entity we determine should be advised, (iii) work exclusively with us for such Insurance Services unless we have expressly agreed to collaborate with another insurance broker, and (iv) permit us to receive any commission or other form of compensation that any insurance carrier agrees to pay to us in connection with the provision of Insurance Services. If you do not choose to make us your broker or agent of record for Insurance Services, certain functionality related to Insurance Services may not be available to you in the Services. In the event you avail yourself of the Insurance Services, you will be required to execute a Broker of Record (“BOR”) agreement, which will be annexed to this Agreement as an Exhibit. In the event of any conflict between the terms of these Terms and those contained in the BOR agreement, the terms contained in the BOR agreement will prevail.
You also consent to the electronic disclosure (for yourself and for any person for whom you are the legal guardian) of any notices, including, but not limited to, tax document notices and employee benefits notices, including summary plan descriptions, enrollment information and plan amendments, by us to you. Further, you authorize us to receive such notices electronically on your behalf, and you agree to be notified of such notices electronically. You represent that you have affirmative consent from the company which you represent in accessing the Services, and the individual employees of such company to receive electronic disclosures from us through the Services. You are entitled to withdraw your consent to electronic disclosure at any time by contacting us at firstname.lastname@example.org. If you would prefer to receive documentation by post, we will facilitate this.
Eppione Ltd (UK) is authorized by the Financial Conduct Authority and Prudential Regulation Authority. Our firm reference number is 757722.
In order to access or use certain aspects of the Services, we may need your authorization to retrieve and manage information of yours maintained by certain third-party institutions, such as payroll and health insurance companies with which you have customer relationships, manage accounts or engage in transactions. Further, in order for us to provide those aspects of the Services to you, you may be required to provide us with all relevant information, signatures, data, passwords, usernames, PINs and other necessary information, materials and content. We refer to this information collectively as “Account Information”. As between you and us, you own and retain all right, title and interest in and to your Account Information and such information will be used and protected as set forth in our Privacy Statement (link).
You represent and warrant that the Account Information you provide us is accurate and complete, and that you are authorized to submit it to us without any obligations on us, including, but not limited to, the payment of fees. We have no liability or other responsibility for inaccuracy or incompleteness, or your inability to use the Services due to such inaccuracy or incompleteness. You are responsible for the consequences of any instructions you provide us and that we follow.
In order to connect the Services with any third-party service, you designate us as your agent and attorney-in-fact in connection with such services and further specifically authorize us to: (i) store your Account Information, (ii) access the relevant service using the Account Information you provide us, (iii) use and apply any signatures or other materials you provide us in order to provide you the Services, such as to complete a benefits enrollment form or tax document, (iv) gather and export from such service any data or other information reasonably necessary for us to provide the Services to you, and (v) otherwise take any action in connection with such service as reasonably necessary for us to provide the Services to you, including, but not limited to, opening accounts on your behalf at third-party institutions and making changes on your behalf with such third-party institutions and services in order to manage your benefits programs, such as informing your carrier of changes to your company contacts. You agree that those third-party service providers are entitled to rely on the foregoing authorization, agency and power of attorney granted by you.
We acknowledge and agree that for the purpose of the Data Protection Legislation, you are the controller and we are the processor in respect of personal data in any data inputted or transmitted by you, or your employees, agents or subcontractors, or by us on your behalf for the purpose of using the Services or facilitating your use of the Services, from the point when such Customer Data is transferred or transmitted by you to us.
You confirm that you have the legal right to disclose all personal data that you do in fact disclose to us under or in connection with the Contract, and that the processing of that personal data by us for the purposes of providing the Services will not breach any Data Protection Legislation. You will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Data to us for the duration and purposes of the Contract.
All data at rest is stored in Ireland. AWS provide hosting services. If we transfer personal data or allow the transfer of personal data to a third party or outside the EU we as the data controller will ensure the recipient (processor or another controller) has provided the appropriate safeguards and on condition that enforceable data subject rights and effective legal remedies for you the data subject are available.
In respect of the Processing of Personal Data by the Processor under or in connection with the agreement, the Processor shall:
The Controller authorises the Processor to use its agents, personnel and sub processors in the provision of the Services. For the avoidance of doubt this constitutes a general written authorization in accordance with Article 28(2) of the GDPR. Where the Processor subcontracts any of its obligations under the agreement, it shall do so only by way of a written agreement with the sub processor which imposes the same obligations on the sub processor as are imposed on the Processor. In any event, the processor shall be liable for the acts and omissions of its agents, personnel and subprocesors as if such acts and omissions were its own.
The Processor shall notify the Controller as soon as reasonably practicable and in any event within 24 hours of
You will transmit Hosted Data to us through the Platform. You agree not to transmit any Hosted Data to us by any other means, such as email. For clarity, as between you and us, you own and retain all right, title and interest in and to Hosted Data. Upon termination of your use of the Services, we will reasonably cooperate with you to facilitate a final export of your Hosted Data from our systems and thereafter delete any and all remaining Hosted Data from the same, unless otherwise prohibited by law.
“Confidential information” means any information that should reasonably be understood to be confidential given the circumstances surrounding its disclosure. Each party will protect any Confidential Information of the other party which it may receive or otherwise be exposed to in the course of exercising its rights or performing its obligations hereunder. Each party will use the same care to protect the other party’s Confidential Information as it would use to protect its own similar information, but in no event less than reasonable care. Each party will use Confidential Information only for the purpose of fulfilling its obligations or exercising its rights under this Agreement. Neither party will disclose any Confidential Information of the other party to any third party without the prior written consent of the disclosing party.
The Website and Content are for your informational and non-commercial use only. Although we make every attempt to collect information from reliable sources, we cannot and do not warrant the accuracy of any of the information provided. You agree to comply with any user manuals, user guides, technical documentation, instruction, or any other direction or guidance that we provide you through the Services or otherwise.
You acknowledge and agree that we may remove all characteristics from the data that allow it to identify any subject and then use, copy, modify, transmit, sell, exploit, create derivative works from, and/or distribute all such data, statistical data, or aggregated data you submit to us within the Platform. If you have a current BOR agreement on file with us, we may analyze the human resources data contained in your account in order to offer you the best employee benefits packages.
At present, our Services are free and are not subject to a fee unless and until you execute a BOR agreement and commence use of our Insurance Services. However, we reserve the right to implement additional pricing as we deem necessary, and will contact you prior to any price increase.
Content. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 12, OUR SERVICES ARE PROVIDED “AS IS”. WE EXPRESSLY DISCLAIM ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES IMPLIED BY USAGE OF TRADE OR CUSTOM OF DEALING AND DO NOT REPRESENT OR WARRANT THAT: (A) THE USE OF OUR SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR VIRUS FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; AND (B) THE SERVICES WILL MEET LICENSEE’S REQUIREMENTS OR EXPECTATIONS.
Disclaimer. Our Services are for informational and educational purposes only. To the extent any professional advice is offered to you through the Services, it is for informational purposes only, and unless you have executed a BOR agreement, any guidance should not be construed as professional advice. Of course, if you have authorized us as your BOR, you are entitled to rely on us and the advice we provide as your licensed insurance broker. To the fullest extent permitted by law, we expressly exclude any liability for any direct, indirect, or consequential loss or damage incurred by you or others in connection with our Services, including without limitation any liability for any accidents, delays, injuries, harm, loss, damage, death, lost profits, personal or business interruptions, misapplication of information, physical or mental disease, condition or issue, physical, mental, or emotional injury or harm, loss of income or revenue, loss of business, loss of profits or contracts, anticipated savings, loss of data, loss of goodwill, wasted time and for any other loss or damage of any kind, however and whether caused by negligence, breach of contract, or otherwise, even if foreseeable.
Personal Responsibility and Assumption of Risk. As a licensee, you agree that you are using your own judgment in using our Services and you agree that you are doing so at your own risk. You agree and understand that you assume all risks and that no results are guaranteed in any way related to our Services. Our Services are merely to provide you with a platform in which to store your human resources data to assist you in making decisions regarding your employees and their benefits for yourself. You are solely responsible for your actions, decisions, and any results based on the use, misuse or non-use of our Services.
Technology Disclaimer. We try to ensure that the availability and delivery of our Services is uninterrupted and error-free. However, we cannot guarantee that your access will not be suspended or restricted from time to time, including to allow for repairs, maintenance or updates, although, of course, we will try to limit the frequency and duration of suspension or restriction. To the fullest extent permitted by law, we will not be liable to you for damages or refunds, or for any other recourse, should our Services become unavailable or access to the them becomes slow or incomplete due to any reason, such as system back-up procedures, internet traffic volume, upgrades, overload of requests to the servers, general network failures or delays, or any other cause which may from time to time make our Services inaccessible to you.
Errors and Omissions. We make no warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information in our Services. Every effort has been made to present you with the most accurate, up-to-date information, but because the nature of scientific research is constantly evolving, we cannot be held responsible or accountable for the accuracy of our content. We assume no liability for errors or omissions in the Services.
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