User Terms and Conditions

PLEASE READ THESE USER TERMS AND CONDITIONS CAREFULLY BEFORE USING THE WINDEMNITY WEBSITE AND/OR THE WINDEMNITY PLATFORM

  1. What's in these user terms

    1. Please read the following terms and conditions (the “Windemnity User Terms and Conditions”) below which you, your affiliates and/or your employees (“You”, “Your”) agree to comply with when you visit the Windemnity website (the “Windemnity Website”) and/or sign into our technology platform (the “Windemnity Platform”) (collectively known as the “Windemnity Services”).
    2. By using the Windemnity Services You accept these user terms and conditions.
    3. If You do not wish to accept these User Terms and Conditions, please do not use the Windemnity Services .

  2. Who we are and how to contact us

    1. Windemnity Services are operated by Minamiva Holdings Limited t/a Windemnity (“Windemnity” "we" “our”, “us”). We are registered in England and Wales under company number 12064895 with our registered office at 9 Bakery Street, London SE16 3GF.
    2. To contact Us, please email info@windemnity.com or use the relevant contact forms on the Windemnity Website.

  3. There are other terms that may apply to you

    1. The following terms also apply to Your use of the Windemnity Services:
      1. Our Privacy Policy
      2. Our Acceptable Use Policy
      3. Our Cookie Policy
        In addition, the following may apply to Your use of the Windemnity Platform.
      4. Our Client TOBA (see definition below)

  4. We may suspend or withdraw Windemnity

    1. We may, at our sole discretion, terminate or suspend your use of the Windemnity Platform in part or full and without liability if We have reason to believe that Your use (in part or full):
      1. breaches these Windemnity User Terms and Conditions
      2. breaches any of the other Windemnity policies as set out in clause 3.1
      3. infringes Windemnity’s Intellectual Property Rights; or
      4. is not compliant with applicable laws and/or regulations.
    2. If We suspend Your access to the Windemnity Platform pursuant to this clause, We shall inform You of the reasons of the suspension and shall work to resolve such issues with the aim to re-instate access and use of the Windemnity Platform, but only once the breach or condition is remedied as appropriate.
    3. If We terminate Your access to the Windemnity Platform We shall inform You as soon a reasonably practicable and You shall immediately cease to have access.

  5. We may make changes

    1. Windemnity may, at our sole discretion, from time to time:
      1. amend these Windemnity user terms & conditions.
      2. suspend or withdraw or restrict the availability of all or any part of the Windemnity Services for business and operational reasons.
      3. update and change the Windemnity Services to reflect any amendments, corrections or updates.
    2. Every time You use the Windemnity Services, We recommend that You check all Our terms and conditions to ensure You understand the exact terms that apply at that time.

  6. You must keep your Windemnity account details safe

    1. Where You are provided with a Windemnity user identification code or username, password or any other piece of information as part of our security procedures, You agree that You will treat such information as private and confidential. You agree that You will not disclose this information to any third party.
    2. You agree that You will use all reasonable endeavours to prevent any unauthorised access to, or use of the Windemnity Services , and in the event of such unauthorised access or use, promptly notify us as soon as practicable.
    3. If You know or suspect that anyone other than You knows Your username, user identification code or password, You must notify us as soon as possible at info@windemnity.com.
    4. If there are any changes to Your identity (including business contact details), You must inform us at the earliest opportunity.
    5. Windemnity supports the use of multi-factor authentication for access to the Windemnity platform. Where You have not opted in to use multi-factor authentication, We shall not be responsible or liable for any resulting loss.
    6. You agree that You are responsible for configuring Your information technology, computer programmes and platform to access Our site. You agree that You will use Your own virus protection software.

  7. Windemnity Intellectual Property

    1. Windemnity is the owner of all Intellectual Property and material included in the Windemnity Services (‘Windemnity Intellectual Property”). Those works are protected by copyright laws and treaties around the world and all such rights are reserved.
    2. All Windemnity Intellectual Property shall remain with and belong to Windemnity and nothing in these terms or elsewhere shall grant You or any other party any rights to, under, or in Windemnity Intellectual Property.
    3. You agree that You will not infringe any Intellectual Property belonging to Windemnity or any other party (as applicable).
    4. You agree that You will not in relation to the Windemnity Services :
      1. sub-licence, rent, sell, lease, distribute or otherwise transfer rights to use and access or otherwise use or allow others to access or use for the benefit of any third party or otherwise;
      2. attempt to reverse engineer, decompile, reverse compile, disassemble or derive the source code or underlying ideas or algorithms;
      3. copy, modify, port, translate, duplicate, localise or create derivative works;
      4. collect any information using any process, methodology or any automated means (other than Windemnity’s own functionality), including without limitation any mining, script, spider, ‘screen scraping’ or ‘database scraping’ application or gain non-permitted access by any means to the Windemnity website or the Windemnity tech platform or any of our computer systems, networks or databases;
      5. Use any software, techniques, devices, scripts, robots or any other means or processes (including crawlers, browser plug ins, add-ons or any other technology) to scrape any content
      6. file copyright or patent applications that includes Intellectual Property or any portion thereof or of that belonging to Windemnity; and
      7. knowingly distribute or transmit any Virus via the Windemnity website or the Windemnity tech platform. Any breach of this clause will be a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them.
    5. To the extent that any element of Windemnity is modified from its original state for You, such modification shall be integrated into and become a part of Windemnity and shall not create any Intellectual Property Rights or any further rights whatsoever in Windemnity which belong to You and all Intellectual Property Rights in Windemnity shall remain with us.
    6. The provisions in this clause should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790).

  8. Third-party links

    1. The Windemnity Services may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about You.
    2. We do not control these third-party websites and are not responsible for their privacy statements.
    3. When you leave Windemnity Services, We encourage You to read the privacy policy of every website you visit.

  9. Our obligations

    1. We shall use all reasonable endeavours to ensure that the Windemnity Services will perform substantially in accordance with its intended purpose and We warrant that Windemnity has and shall maintain all necessary licences, consents and permissions necessary to perform our obligations under these user terms.
    2. The above shall not apply if:
      1. Your use of the Windemnity Services is not in accordance with these user terms and conditions;
      2. You fail to follow our instructions or procedures conveyed to you in writing or as otherwise communicated by us; and
      3. You fail to allow us to implement corrections, bug fixes, or modifications to any of the Windemnity Services where required.
    3. No warranties are provided by Windemnity aside from those expressly included in these Windemnity user terms and conditions.
    4. We do not warrant that Your use of Windemnity will be uninterrupted or error-free and We do not warrant or take responsibility for any delays, errors, fault or loss in relation to the transfer of data over communications networks and facilities including the internet.
    5. We have no responsibility or liability for User Data, any results displayed in the Windemnity Services or any associated content (including any errors and omissions in Your User Data) or for any conclusions, actions or decisions drawn from the foregoing. You acknowledge that We shall not be, and are not, under any obligation to verify, monitor, interpret or undertake corrective action in relation to such User Data, and that You assume all responsibility for Your User Data (including the accuracy, integrity, legality and reliability of such User Data), and any manual interpretation, analysis and conclusions drawn from such User Data.

  10. Your Data

    You acknowledge that you are solely responsible for the backup and storage of your User Data, and that we do not provide backup services for such data and Windemnity shall not serve as the primary repositor of such Customer Data or any other data.

  11. Privacy and Data Protection

    1. Windemnity respects your privacy and is committed to protecting your personal data in accordance with the UK’s Data Protection Laws.
    2. For M&A insurance policies, it is not common for any “Personal Information” (as defined under the Data Protection Act 2018) to be provided but to the extent that it is, the terms and conditions relating to our handling of this or any of your information under the Windemnity Website or the Windemnity Platform are set out in our Privacy Policy.

  12. Limitation of liability

    1. The Windemnity website contains public-facing and openly accessible information and Windemnity are not offering any product, service or advice to any party in this site.
    2. The Windemnity tech platform delivers professional services to our clients and potential clients in our role as an M&A insurance broker.
    3. The Windemnity tech platform is designed for and is only intended to be used by professional persons and/or entities; it is not intended for general consumers or for domestic or private use.
    4. To the fullest extent permittable by law, we will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise arising under or in connection with the:
      1. use of, or inability to use the Windemnity website and/or the Windemnity tech platform; or
      2. use of, or reliance on any content displayed on the Windemnity website and/or the Windemnity tech platform

  13. Customer location & applicable law

    1. The Windemnity website and the Windemnity tech platform is only intended to be used by people residing in the United Kingdom.
    2. Windemnity does not represent that the content available on or through Windemnity website or the Windemnity tech platform is appropriate for use or available in other locations.
    3. These Windemnity user terms & conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

  14. Definitions

    Client TOBA: the terms of business agreement (TOBA) required in relation to the insurance placement services Windemnity provide to the prospective insured (after engagement with the Windemnity tech platform). As an FCA regulated business, Windemnity are obliged to have a written agreement with each client for our regulated services.

    Confidential Information: any whole information that identifiably relates to the information about the proposed transaction, the proposed insured risk and all other information (including any Personal Data) clearly designated by you as being confidential or which ought reasonably to be considered as being confidential.

    User Data: the information provided or inputted by You, us on your behalf, or any other user into the Windemnity Systems (including information, documentation and reports generated by Windemnity Systems) for the purpose of obtaining or offering insurance terms.

    FCA: the Financial Conduct Authority in the UK

    Intellectual Property: any patents, trademarks, service marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, copyright (including rights in computer software) and topography rights know-how, and other proprietary knowledge and information, trade secrets, internet domain names, rights protecting goodwill and reputation, database rights (including rights of extraction) and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licences and consents in respect of any of the rights and forms of protection mentioned in this definition (and “Intellectual Property Rights” shall be construed accordingly).

    Personal Data: any information relating to an identified or identifiable natural person as defined by the UK’s Data Protection Laws.

    Privacy Policy: Windemnity’s policy relating to your Personal Data and Confidential information. It outlines your privacy rights, how we treat your information and how the UK’s Data Protection Law protects you.

    Virus: any thing, action, 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 (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, logic bombs, viruses, anything which exploits any weaknesses in computational logic, and other similar things or devices.