Portal Service Terms

1. How These Terms Fit Together

1.1 The T&Cs apply to the Portal as they apply to the rest of our website and services. These Portal Terms add the rules specific to the Portal. If the two conflict on a matter concerning the Portal, these Portal Terms prevail. A capitalised term not defined here has the meaning given in the T&Cs.

1.2 A User accepts these Portal Terms on their own behalf by signing in. A Client accepts them by inviting or allowing Users to access the Portal for it, and by accepting any quote, proposal or agreement through the Portal.

1.3 How we handle information you share with us is set out in our Confidentiality and Non-Disclosure Terms and our Privacy Policy. How we publish testimonials and case studies is set out in our Testimonial and Marketing Release.

2. Retainers, Projects and Their Own Terms

2.1 The work we do for a Client is governed by its own agreement: a Retainer Agreement (an Order Schedule and our standard Retainer Terms) or a Project Agreement (an Order Schedule and our standard Project Terms), accepted through the Portal or signed and returned to us (each an "Engagement Agreement"). The standard Retainer Terms and Project Terms are available to read in the Portal under Terms.

2.2 Each Engagement Agreement's own terms prevail. If anything in an Engagement Agreement conflicts with these Portal Terms or the T&Cs, the documents take precedence in this order:

• the Special Conditions of that Engagement Agreement;
• the rest of its Order Schedule;
• its Retainer Terms or Project Terms, in the edition the Client accepted;
• these Portal Terms; and
• the T&Cs.

2.3 The standard Retainer Terms and Project Terms shown in the Portal are the terms we offer new work on today. We may change them for future work. A change does not affect an Engagement Agreement already accepted, which keeps the edition it was accepted on unless the Client agrees otherwise in writing.

2.4 A quote, proposal, estimate or price shown in the Portal is not binding on either party until it is accepted as it describes. Nothing in these Portal Terms obliges us to accept any request for work.

2.5 Our terms and prices are confidential. The terms of every Engagement Agreement, including its fees, rates and Special Conditions, and every quote, proposal, estimate and price we show in the Portal or send to the Client, are our confidential information. The Client and its Users will use them only to consider and manage the Client's work with us, and will not share them with anyone outside the Client except its professional advisers, auditors and insurers under a duty of confidence, or as the law requires, and never with another supplier of services like ours.

2.6 We may use subcontractors to carry out work under an Engagement Agreement, unless its Special Conditions expressly prohibit it. We remain responsible for anything they do as if they were our own staff, and they are bound by confidentiality obligations at least as protective as ours.

3. Accounts and Responsibility

3.1 Portal accounts are by invitation only. Each account is for one named person, who must be at least 18 and authorised to act for the Client. Login details must not be shared with another person. Letting an AI assistant or other automated tool act with a User's own access is not sharing them, but is governed by section 4.

3.2 The Client decides who it invites and what each User may do, including any limit on the value of work a User may approve. The Client is responsible for everything done through its Users' accounts. We may rely on any request, instruction, approval, acceptance, signature or payment made through a User's account as made with the Client's authority, within the permissions the Client has given that User.

3.3 The Client will remove a User's access promptly when that person leaves it or should no longer act for it. Until access is removed, the Client remains responsible for that account.

3.4 Users must keep their login details secure, use multi-factor authentication where it is offered, and tell us straight away at [email protected] if they suspect someone else has used their account.

4. AI Assistants, Agents and Automated Tools

4.1 A User may use an AI assistant, agent or other automated tool (an "Agent") to act in the Portal for them, either through their own signed-in session or credentials, or through an integration we provide for that purpose, within the scope we grant it. An Agent is a tool, not a User: it has no account, rights or authority of its own.

4.2 The User whose access an Agent uses is responsible for it and bound by what it does. Everything done in the Portal with a User's account, session, credentials, API key or access token, including by an Agent, is done by that User on behalf of the Client, and has the same effect as if the User had done it in person, whether or not the User reviewed or intended it. That includes sending messages, raising requests, approving estimates and time, accepting quotes, proposals and Engagement Agreements, signing, and making payments. Neither the User nor the Client may deny that such an action binds them, or that it was authorised, on the ground that an Agent took it, made a mistake, or acted outside the User's instructions.

4.3 The User and the Client are responsible for choosing an Agent, deciding what it may do, supervising it, checking its work before relying on it, and keeping the credentials and tokens it uses secure. The User will revoke an Agent's access as soon as it is no longer needed or behaves unexpectedly, and tell us straight away if it does something it should not have. We recommend that Users accept, sign, approve and pay in person rather than through an Agent.

4.4 An Agent must keep to these Portal Terms as a User must, and must not be used to do anything section 6 forbids. Information a User gives an Agent, or lets it read from the Portal, is shared at the User's direction: how the Agent's provider handles it is between the Client and that provider, and is not a disclosure by us.

4.5 We may limit the rate or volume of automated access, require an Agent to identify itself, ask a User to confirm in person an action an Agent took or is about to take, and block a particular Agent or integration without suspending the User's own access. We are not responsible for an Agent's acts, errors or omissions, or for any AI service that is not ours.

5. Permitted Use

5.1 We grant the Client and its Users a non-exclusive, non-transferable, revocable right to use the Portal for the Client's internal business purposes in connection with its work with Innovective, namely to:

• request, review and accept quotes, proposals and Engagement Agreements;
• raise, discuss and track requests, projects, deliverables and inputs;
• exchange messages and files with our team;
• review time recorded, approve work and pay invoices; and
• manage the Client's organisation, Users and notification settings.

5.2 Any integration or API access we provide may be used only within the scope we grant it. Using an AI assistant, agent or other automated tool in the Portal is governed by section 4.

6. What You Must Not Do

6.1 In addition to the acceptable use rules in the T&Cs, no User may, and the Client will make sure its Users do not:

• send messages, requests, comments or files to our staff or contractors that are abusive, threatening, harassing, discriminatory, obscene or intimidating, through the Portal or any other channel connected with the work;
• access, or try to access, any account, record or data that is not theirs or their Client's, or try to get around a permission, an approval limit or any other control in the Portal;
• probe, scan or test the Portal's security, or interfere with its operation, except under a written security testing agreement with us;
• upload malware, unlawful content, or material they do not have the right to share;
• upload special category personal data, payment card numbers or other high-risk data, except as agreed with us in writing for a specific piece of work;
• use bots, scrapers, crawlers or other automated means to copy, harvest or bulk-extract content from the Portal, or use any automated means to access it other than as section 4 allows;
• raise requests, messages or approvals in a volume or pattern intended to get round the scheduling, approval or allowance terms of an Engagement Agreement, including splitting one piece of work into several requests to keep each under an approval threshold, or raising duplicate requests;
• impersonate anyone, or misstate their authority to act for the Client;
• resell, sublicense or give anyone outside the Client access to the Portal, or use it to build a competing product or service;
• copy, decompile, disassemble or reverse engineer the Portal, or try to derive its source code, design, data structures, workflows or the way it works, or use it or its content to build, benchmark or train anything that does the same, except as the law allows despite this restriction; or
• analyse, reverse engineer or try to derive our pricing, rates, estimating methods or margins from quotes, proposals, estimates, time records or invoices, or collect or pass them on for anyone else to do so.

6.2 We may combine, re-scope or decline requests raised in breach of 6.1, and work on them is scheduled and charged as the relevant Engagement Agreement provides for the work as a whole.

7. Working With Our Team

7.1 We commit to response times only where an Engagement Agreement sets service levels. Otherwise, we aim, without committing to it, to give an initial response to a message or request on the business day it is received or the next business day. Our business hours are 9:00 to 17:30 UK time, Monday to Friday, excluding public holidays in England. The Portal is not an emergency channel unless an Engagement Agreement says it is.

7.2 Our team is entitled to be treated with courtesy. A member of our team may decline to respond to a message, and may end a call or meeting, that breaches 6.1, and we may ask that a different person act for the Client.

8. Suspension and Removal of Access

8.1 We may suspend or restrict a User's access, or the Client's access as a whole, if we reasonably believe that:

• they have breached these Portal Terms or the T&Cs;
• an account has been compromised, or its use puts the Portal, our systems or other clients at risk;
• we are required to by law or by a regulator or court; or
• an amount owed to us is overdue and the Engagement Agreement it is owed under allows us to suspend the services.

8.2 For a first or minor breach we will normally warn the User and the Client before acting. For a serious breach, including threats, harassment or discrimination towards our staff, an attack on the Portal's security, or deliberate access to data that is not theirs, we may act immediately and without warning, and may remove the User's access permanently.

8.3 A person whose access has been removed permanently may not create or use another account, or act in the Portal through another User. We may ask the Client to nominate a different person to act for it, and the Client will do so.

8.4 Suspending or removing a User's access does not by itself end any Engagement Agreement or suspend the Client's obligation to pay under it. While access is suspended we will send the Client its invoices, agreements and other essential notices by email.

8.5 A serious breach of 6.1 by the Client, or a repeated breach by its Users that the Client does not stop within 14 days of our asking it to, is a material breach of each Engagement Agreement that cannot be remedied, and entitles us to terminate those agreements under their termination clauses.

8.6 The Client may ask us to close its Portal account at any time. Closing the account does not end an Engagement Agreement, which ends only as that agreement provides.

9. Your Content and Data

9.1 The Client keeps ownership of the files, messages and other material it and its Users put into the Portal ("Client Content"). The Client grants us the right to host, copy and use Client Content to run the Portal and to provide our services, and is responsible for having the rights, and a lawful basis under data protection law, to share it with us.

9.2 We keep Client Content confidential as set out in our Confidentiality and Non-Disclosure Terms. It is processed only by Innovective and by the subprocessors listed in our Privacy Policy, and kept for the periods set out there.

9.3 The Portal is a workspace, not a backup or archive service. The Client should keep its own copies of anything it needs.

10. Availability and Changes to the Portal

10.1 We take reasonable care to keep the Portal available and secure, but provide it as it is and as available, and do not promise that it will be uninterrupted or free of errors. We may take it offline for maintenance. The only service levels we give are those in an Engagement Agreement.

10.2 We may change, add or remove Portal features. We will not remove a feature in a way that stops the Client from receiving what an Engagement Agreement entitles it to, without giving it another way to do so.

10.3 Liability is limited to the amounts paid. Each party's liability in connection with the Portal is part of, and not in addition to, the limit in the Engagement Agreement the Client uses it under, which limits it to the fees the Client has actually paid under that agreement. Where no Engagement Agreement applies, each party's total liability in connection with the Portal is limited to the fees the Client has paid us in the 12 months before the event giving rise to the claim. Neither limit applies to liability that cannot be limited by law, or to the Client's obligation to pay us.

11. Changes to These Terms

11.1 We may update these Portal Terms. We will tell Clients about a material change through the Portal or by email at least 30 days before it takes effect, except where a change is needed sooner for legal or security reasons. Continuing to use the Portal after a change takes effect is acceptance of it.

11.2 No change to these Portal Terms reduces the Client's rights, or increases its payment obligations, under an Engagement Agreement already accepted, unless the Client agrees in writing.

12. Law and Contact

12.1 These Portal Terms, and any dispute arising out of or in connection with them, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

12.2 Questions about these Portal Terms can be sent to [email protected] or to Innovective Ltd, Forma House, 40 Bowling Green Lane, London EC1R 0NE, United Kingdom.