Terms and Conditions

1. Introduction

1.1 The terms and conditions of this agreement (the “Agreement”) establish the rules and regulations that apply to access to and use of the https://online.howdengroup.com website (the “Site”) by an individual or organisation (the “User”). The Site offers the User the functionality to undertake one or more of the following activities; submit information to obtain insurance quotations from certain insurance companies and Lloyd’s underwriters (each an “Insurer”), purchase and pay for an insurance policy, view insurance documentation, view claims information, and access a knowledge bank of relevant insurance related information.

1.2 By using this Site the User is deemed to have accepted this Agreement in its entirety and agrees to use the Site in accordance with this Agreement.

1.3 The Site is owned and operated by Howden, a trading name of Howden UK Group Limited (Company Registration Number 725875) of 1 Creechurch Place, London, EC3A 5AF (“HUG”).

2. Registration and Rights of Utilisation of the Site

2.1 HUG will invite the User to access the Site by sending the User username(s) and password(s) by letter or email to the User’s principal e-mail or correspondence address held by HUG. The User is solely responsible for notifying HUG of any changes to its principal email address and determining which, if any, of its employees or representatives will be permitted to access and use the Site on its behalf.

2.2 Following receipt of its usernames and passwords in accordance with clause 2.1 above, the User will be asked to register including selecting a new password before the User may access and use the services provided on the Site.

2.3 Use of the Site is provided free of charge to the User.

2.4 The User agrees to use the Site on the understanding that it has exclusively appointed HUG as its insurance intermediary on any insurance transaction that it undertakes through this site. HUG shall remain the User’s appointed intermediary until such time as either the User or HUG withdraw such appointment in writing to the other party in accordance with HUG’s Commercial Client Agreement.

2.5 HUG reserves the right, at any time and without prior notice or reason, to reject, suspend or cancel the User’s registration, and its access, to the Site and terminate this Agreement. In the event that such rejection, suspension, cancellation or termination occurs, HUG shall not be liable to the User in any way whatsoever for such rejection, suspension, cancellation or termination.

3. User IDs and Passwords

3.1 The User is solely responsible in all respects for all use of and for protecting the confidentiality of all usernames and passwords which may be given to the User by HUG or selected by the User for use via the Site. The User may instruct HUG in writing to access the Site via one of the User’s usernames and passwords and to execute the User’s written instructions on its behalf. It is agreed and understood that in doing so HUG is not acting as the User’s agent and has no authority to act on its behalf in connection with the Agreement other than solely to execute such express written instructions. The User is fully responsible for all activities which occur under such usernames and passwords. The User may not share these with or transfer them to any third parties. The User must immediately notify HUG of any unauthorised use of them or any other breach of security regarding the Site.

3.2 When an individual employee of the User leaves its employment or is otherwise no longer to be granted access to the Site, the User shall notify HUG immediately in writing so that HUG can disable and/or re-assign the corresponding username and password.

3.3 The User may request HUG provide the User’s agent (the “Agent”) with access to its account and notwithstanding anything within Clause 3.1 to the contrary, to permit the User to disclose its username and password to the Agent for the purpose of the Agent using the Site on behalf of the User. HUG may consent to the User’s request for their Agent to access their account, subject to the User providing a copy of the Agreement to the Agent and procuring a written undertaking from the Agent that it shall comply with the terms of the Agreement to the fullest extent applicable to the Agent’s use of the Site, and the User indemnifying and holding HUG harmless against any reasonable claims, demands, actions, proceedings, adjudications, awards, determinations, judgments, losses, damages or expenses howsoever arising under the terms of this Agreement which may be made by the Agent against HUG or which HUG may incur or become liable for which are attributable to any actual or any alleged act, error or omission of the Agent in using the Site.

4. Disclaimers

4.1 HUG is providing the Site on an “as is” and “as available” basis and makes no representations or warranties of any kind with respect to the Site or the content contained in the Site (including any text, graphics, advertisements, links or other items) and disclaims all such representations and warranties. In addition, HUG does not warrant that use of the Site will be free from viruses, uninterrupted, error-free or secure. Use of the Site and the services available via the Site are entirely at the User’s own risk.

4.2 HUG may distribute on the Site certain content contributed by Insurers and other third parties. Where HUG does not have any editorial control over such content available through the Site and all such opinions, statements, advice, services, offers or other information available through the Site are provided by the applicable Insurers and other third parties, not HUG, HUG shall not be liable in any way for the acts or omissions of the Insurers and other third parties. Accordingly, neither HUG nor any other contributor to the Site (including, without limitation, any Insurer or other third party) makes any representation or gives any warranty, condition, undertaking or term either express or implied as to the condition, quality, performance, suitability, fitness for purpose, or completeness of the content contained on the Site or that such content will be accurate and up to date.

4.3 The User acknowledges that it is solely responsible for the use to which it puts the Site and all the results and information it obtains from it. As such HUG takes no responsibility whatsoever for the use and performance of the Site and/or for any information obtained from it.

4.4 Save in respect of liability for death or personal injury arising out of negligence, HUG and all contributors to the Site (including without limitation, any Insurer or other third party) hereby disclaim and exclude to the fullest extent permitted by law and regulation all liability for any loss or damage whatsoever and howsoever incurred including any consequential, special, secondary or indirect loss or damage or any damage to goodwill or profits or any loss of anticipated savings incurred by the User, whether arising in tort, contract or otherwise, and arising out of or in relation to or in connection with the User’s access to or use of or inability to use the Site, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure even if HUG or its employees or agents are advised of the possibility of such damages, losses or expenses.

4.5 All products and services that appear on the Site are subject to availability and HUG gives no guarantee in this regard. The provision of details of products and services on the Site are not, and should not be construed as, an offer to sell or buy such products or services by the relevant Insurer. The Insurer advertising the products or services concerned may accept or reject the User’s offer at its sole discretion.

4.6 Whilst HUG takes care to ensure that the standard of the Site remains high and to maintain the continuity of it, the Internet is not always a stable medium, and errors, omissions, interruptions of service and delays may occur at any time. As a result, HUG does not accept any ongoing obligation or responsibility to operate the Site (or any particular part of it).

5. Variation of Content

5.1 HUG reserves the right in its absolute discretion at any time and without notice to remove, amend or vary any of the content which appears on any page of the Site.

5.2 Any price indications or capacity offered to the User from an Insurer on or through the Site shall be non-binding price indications/capacity, are subject to change without notice and may be withdrawn by the Insurer at any time prior to acceptance by the User.

6. Placing Orders via the Site

6.1 If the User applies for any product or service detailed on the Site the terms of this Agreement should be read in conjunction with any other terms and conditions which relate to any such product or service and, in the event of any contradiction between this Agreement and the specific terms and conditions relating to such product or service, the latter shall prevail.

6.2 All quotations obtained by the User via the Site which progress to the purchase of an insurance contract shall be subject to HUG’s current Commercial Client Agreement.

7. Use of Content

7.1 The User shall use the content on the Site solely for its lawful business purposes, in compliance with this Agreement and any restrictions imposed by a third party contributor (including without limitation, any Insurer or other third party) and all applicable local, state and national laws and regulations. In no event is the User permitted to publish, re-transmit, re-distribute or otherwise reproduce any of the content which appears on any page of the Site in any format to any third party.

7.2 The User acknowledges that all intellectual property rights in all materials in the Site and any copies remain the property of HUG or the relevant third party proprietor, licensor or other content owner.

7.3 The User must not misuse the Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. The User must not attempt to gain unauthorised access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site. The User must not attack the Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, the User would commit a criminal offence under the Computer Misuse Act 1990. HUG will report any such breach to the relevant law enforcement authorities and HUG will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, the User’s right to use the Site will cease immediately.

7.4 HUG will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect the User’s computer equipment, computer programs, data or other proprietary material due to the User’s use of the Site or to the User downloading of any material posted on it, or on any website linked to it. The User must ensure that its computer has all necessary software to protect the User from computer viruses.

8. Submissions

8.1 All information and material submitted by the User to the Site (the “User Information”) shall be deemed and remain the property of the User. HUG shall treat the User Information as confidential and may not use it for any purpose other than providing the services that the User has specifically requested under this Agreement. Upon the User’s written request, HUG shall promptly return to the User all documents and materials that contain or reflect any User Information or any copies thereof which are in HUG’s possession or control.

8.2 It is acknowledged and agreed by the User that HUG may retain one copy of all documents and materials that contain or reflect any User Information for the purposes of and for so long as required by any law, court or regulatory agency or authority or its internal compliance procedures.

9. Copyright

All design, text, graphics and the selection or arrangement thereof in the pages of the Site and the screens displaying the pages of the Site are the copyright of HUG unless otherwise indicated.

10. Trademarks

The trademarks, logos and services marks (“Marks”) displayed on the Site are the property of HUG or other third parties. The User is not permitted to use these Marks without the prior written consent of HUG or the relevant third party proprietor of the Marks and the User acknowledges that any such use may constitute an infringement of the relevant proprietor’s rights.

11. Links

The Site may contain links to third party websites. Access to any other website linked to the Site is at the User’s own risk and HUG is not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on any such third party website or the security of any link or communication with such sites. HUG reserves the right to terminate a link to a third party site at any time. The fact that HUG provides a link to a third party website does not mean that HUG endorses, authorises or sponsors that website nor does it mean that HUG is affiliated with the third party website’s owners or sponsors. HUG provides these links merely as a convenience for those using the Site.

12. Privacy of Personal Data

12.1 The User acknowledges that HUG is entitled to handle any personal information the User supplies to HUG. HUG only uses the User’s personal data for the initial registration process, to allow HUG to process and respond to any enquiries the User may have and to contact the User.

12.2 HUG may collect information automatically about the User’s visit to the Site provided that it shall not disclose that information to any third party (except to Insurers for the purpose as per Clause 8). The information obtained in this way is only used in a purely aggregate and anonymous form. HUG uses this type of information for statistical purposes in order to help HUG administer, develop and improve the Site. HUG may provide such purely aggregate and anonymous information to third parties provided that no third party (excluding Insurers for the purpose as per Clause 8) may thus obtain any information about what visits, searches, downloads, orders, reservations or any other use of the Site the User has made or performed. “Aggregate and anonymous” in this context means that the information collected by HUG and provided to such third parties shall not hold any visible reference to the User.

12.3 HUG may not disclose the User’s personal data to third parties (except to Insurers for the purpose as per Clause 8) without the prior written consent of the User. If HUG is legitimately required for legal or regulatory purposes to disclose any of the User’s personal data to third parties as part of legal proceedings or prospective legal proceedings, it shall as soon as possible, to the extent permitted by law, notify the User in writing of the information to be disclosed, the identity of the third party and the reason for the disclosure. Upon such notice HUG shall consult the User on the advisability of taking legally available steps to resist or narrow the disclosure and give the User the opportunity to defend, limit or protect itself against the disclosure. If disclosure of the User’s personal data is lawfully required, HUG shall only provide that portion of the information that it is legally required to provide and it shall keep other information confidential.

13. Variation

HUG may revise this Agreement by updating this posting on the Site. Any such modifications shall become effective immediately.

14. Waiver

14.1 No breach of any provision of this Agreement shall be waived or discharged except with the express written consent of the parties.

14.2 No failure or delay by a party to exercise any of its rights under this Agreement shall operate as a waiver thereof and no single or partial exercise of any such right shall prevent any other or further exercise of that or any other right.

15. Assignment

HUG may assign the benefit of the User’s obligations under this Agreement to any third party without the User’s consent, in which event the parties shall, if HUG so requests in writing, also novate this Agreement in favour of the assignee and shall execute a novation deed in terms to be agreed between them.

16. Invalidity

If any provision of this Agreement is or becomes for any reason whatsoever invalid, illegal or unenforceable it shall be divisible from this Agreement and shall be deemed to be deleted from it and the validity of the remaining provisions shall not be affected in any way.

17. Notices

Notices shall be deemed to be served in the case of HUG communicating with the User, when HUG sends an e-mail to the e-mail address specified by the User during the registration process and in the case of the User communicating with HUG when delivered or posted to HUG’s offices at 1 Creechurch Place, London, EC3A 5AF for the attention of the Managing Director, General Insurance Division.

18. Rights of Third Parties

Save for any rights or benefits expressly conferred on HUG, its affiliates or any of HUG’s contributors to the Site under this Agreement, nothing in this Agreement confers or purports to confer on any third party any benefit or right to enforce any term of this Agreement and the provisions of the Contracts (Rights of Third Parties) Act 1999 (as amended or modified from time to time) are expressly excluded.

19. Governing Law

19.1 HUG makes no representation that the content or materials on the Site are appropriate or available for use in other jurisdictions outside of the United Kingdom. Access to the Site’s content or its materials from jurisdictions where such access is illegal is prohibited. If the User chooses to access the Site from other jurisdictions, the User does so at its own initiative and risk and the User is responsible for compliance with all relevant local laws.

19.2 This Agreement and any dispute or claim whatsoever relating to its formation shall be governed by and interpreted in accordance with English law and the parties irrevocably agree that the English courts shall have exclusive jurisdiction.