Unipass | Secure login & email provider for the financial services marketplace

Unipass trial certificate terms and conditions

Your use of Unipass trial certificates issued under the OSIS Unipass Service is subject to the terms and conditions set out below. If you chose to accept them by clicking on the 'Accept' button below, you agree that you have read, understood and agree to be bound by such terms and conditions.

UNIPASS TRIAL CERTIFICATE TERMS AND CONDITIONS

You agree that when you click the "Accept" button or when your "Trial Certificate" is collected, or first used by you, which ever is the earliest, that a contract will be created between you and us on the terms set out below (the "Agreement").  References to "we", "our", "OSIS" and "us" are references to Origo Secure Internet Services Limited.  References to "you" and "your" are references to the individual who is applying to receive and use a Trial Certificate.

TERM

1.    This Agreement shall commence on the date when you click the "Accept" button (the "Trial Start Date") and shall continue for up to 13 months from the Trial Start Date unless terminated in accordance with Clause 4 or otherwise in accordance with law or equity (the "Trial Period").

YOUR OBLIGATIONS

2.    You acknowledge and agree that you are becoming a limited member of the Unipass Community and that in consideration of such limited membership you shall receive and be entitled to use a Trial Certificate subject to the terms of this Agreement.  In applying for, accepting and using a Trial Certificate and/or receiving or relying on other Trial Certificates, you agree that you shall:

2.1  use reasonable endeavours to only install and/or use your Trial Certificate on equipment which meets the requirements of a Secure System;

2.2  use reasonable endeavours to prevent any loss, disclosure, or use by any other person of your Private Key (including but not limited to using passwords and/or personal identification numbers on the computer you use to access and use your Private Key and keeping the same secret);

2.3  ensure that any information provided to us or our sub-contractors is complete, true and accurate;

2.4  use your Trial Certificate only during the period for which it is stated as being valid;

2.5  use your Trial Certificate only in communications with other members of your Organisation who are members of the Unipass Community and only then for in-house testing and assessment purposes and not for any other commercial use;

2.6  not use your Trial Certificate for any transaction which has economic value or which affects the rights and liabilities of the communicating parties or any other party;

2.7  ensure that your Trial Certificate is not copied (except for back-up purposes) or provided to any third parties without our prior written consent;

2.8  revoke your Trial Certificate (which can be done by following the procedures outlined on our website at www.unipass.co.uk) immediately: (i) following any actual or suspected loss, theft, modification, disclosure, or other compromise of your Private Key, (ii) if any of the information in your Trial Certificate is inaccurate or is reasonably believed to have been compromised (or if you suspect the same), (iii) upon you ceasing to be a member, employee, contractor, partner, principal, director or officer of your Organisation (for whatever reason), or (iv) if you suspect or become aware that the equipment on which your Trial Certificate has been installed and/or is being used no longer meets the requirements of a Secure System;

2.9  comply with the terms of this Agreement and any other proper and reasonable instructions provided by us or our sub-contractors from time to time, regarding the acceptance, use or revocation of Trial Certificates;

2.10 when relying on a Valid Trial Certificate, adhere to the limitations of use contained therein;

2.11 when accessing the Repository whether to rely on a Trial Certificate or for any other purpose, not copy, use, distribute, or otherwise make available to any third party any of the information contained in the Repository except as permitted by the terms of this Agreement;

2.12 not misrepresent yourself in any communications with us or our sub-contractors;

2.13 not use your Trial Certificate for any unlawful, reckless or negligent purposes; and

2.14 not use your Trial Certificate in connection with messages which send, upload, download, use or re-use any information or material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of confidence, copyright, privacy or any other rights or which comprise unsolicited advertising or promotional material, or knowingly to receive responses to any unsolicited advertising or promotional material sent or provided using Certificates by any third party.

WARRANTIES

3.1   You warrant to us that you have been authorised by your Organisation to apply for, accept and use a Trial Certificate (if you are unsure then we suggest that you contact your line manager for confirmation that you can make this Application).

3.2   You warrant to us that you will, in relation to your Application, supply only information that does not infringe the intellectual property rights or any other rights of any third parties.

TERMINATION

4.1   This Agreement may be terminated by us at any time giving notice by email to you and in such instance we shall immediately revoke your Trial Certificate.

4.2   For the avoidance of doubt, this Agreement shall automatically terminate at the end of the Trial Period.

4.3   Termination by us of this Agreement shall be without prejudice to any rights or remedies that we may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities.

INDEMNITY & DUTY TO MITIGATE

5.1   You acknowledge and agree that any breach of the provisions of this Agreement could result in loss to us and therefore you shall indemnify us and hold us harmless against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements on a solicitor and own client basis), losses and damages arising out of or caused by any failure by you to comply with the provisions of this Agreement (including, without limitation, any use of Trial Certificates outside the terms of this Agreement.

5.2   You shall take reasonable steps to mitigate any costs, claims, expenses, loss or damage that may be incurred pursuant to this Agreement.

LIMITATION OF LIABILITY

6.    You agree that subject to the proviso that OSIS does not exclude or limit its liability in respect of the death of, or personal injury caused to, any person by negligence or for fraudulent misrepresentation or to any extent not permitted by law, OSIS shall have no liability to you for any other claims, costs, expenses, loss (including without limitation loss of or damage to records or data, loss of revenue, business, profits, interest, goodwill, reputation or anticipated savings) and/or damage arising under or in connection with the this Agreement, during the Trial Period, whether arising in contract, tort (including negligence, fraud or deceit), breach of statutory duty or otherwise.

7.    We shall not be liable for any costs, claims, expenses, loss and damage attributable in whole or in part to use of a Certificate by any member of the Unipass Community contrary to the rules and procedures set out in the applicable contract governing the use of Certificates (including without limitation to the foregoing generality the use of a Certificate by any person after its revocation has been published in the Repository).

DEFINITIONS AND INTERPRETATION

8.1   Headings are included in this Agreement for ease of reference only and shall not affect the interpretation or construction of this Agreement.

8.2   The following terms and expressions shall have the following meaning and this Agreement shall otherwise be construed in accordance with the principles set out in this Clause 8:
 
"Application" : means an application by you for a Trial Certificate;
	   
"Certificates" : means "Unipass" digital certificates (i.e. data files conforming to the X.509 standard that contain identifying details, contain an appropriate Public Key, identify the Certificate's operational period, contain a Certificate serial no and identify OSIS as the issuer of the Certificate) issued to members of the Unipass Community (including but not limited to the Trial Certificate to be issued to you when you accept this Agreement) pursuant to the Unipass Service;
	   
"Organisation" : means your firm or other business entity or network in respect of which you are making an application to use a Trial Certificate;
	   
"OSIS" or "us" or "we" or "our" : mean references to Origo Secure Internet Services Limited;	   
"Private Key" : means a cryptographic key that may be used to generate digital signatures and for decryption of data encrypted by a corresponding Public Key;
	   
"Public Key" : means a cryptographic key that can be made publicly available and which may be used to verify signatures created with its corresponding Private Key and in some circumstances to encrypt messages or files which can be decrypted with its corresponding Private Key;
	   
"Repository" : means a generally accessible database containing Trial Certificates and certain other digital certificates and information, which can be accessed via our website at www.unipass.co.uk;
	   
"Secure System" : means computer hardware and software, which are reasonably secure from intrusion and misuse, are adequately available, reliable and suitable for use in relation to the Unipass Service, and where practices and procedures in respect of the same are enforced by your Organisation;
	   
"Trial Certificate" : means a Certificate issued for the limited purpose of assessing and testing the technology of the Unipass Service, with data content that either (i) signifies that it is for trial use or (ii) is non-verified fictitious information;
	   
"Unipass Community" : means the assembled collection of individuals, firms and other entities which have either (i) entered into contracts with us or (ii) are subject to contracts, in each case regarding the issue and use of Certificates participating in the Unipass Service for mutual benefit;
	   
"Unipass Service" : means the creation, validation, management, distribution, and revocation by us or our sub-contractors from time to time of Certificates based on public-key cryptography for business dealings by members of the Unipass Community within the financial services industry; 
	   
"Valid" : means a Certificate which has neither expired nor been revoked pursuant to the Unipass Service.

GENERAL

9.    Transfer and Sub-Contracting: This Agreement is personal to you only.  Only we shall be entitled to assign, transfer, sub-contract or otherwise dispose of our rights under this Agreement or any part thereof to any third party.

10.   Agency: Nothing in this Agreement shall be construed as creating a partnership, a contract of employment or a relationship of principal and agent between us and you or between our service providers and you.

11.   Notices: Your address and email address shall be as given to us in your Application, our address shall be Origo Secure Internet Services Limited, 7 Lochside View, Edinburgh Park, Edinburgh. EH12 9DH and our email address shall be admin@unipass.co.uk.  All notices to be given under this Agreement must be either in writing or by electronic mail and sent to the last notified address of the recipient, or any other address which the recipient may subsequently advise the other in writing or by electronic mail.  Any notice may be delivered by hand personally or sent by first class prepaid letter or by facsimile or by electronic mail and will be treated as served: if by hand, when delivered; if by first class post, 3 business days after posting where that letter is not returned as being undelivered; if by facsimile, when despatched, provided the sender's fax machine produces automatic confirmation of error free transmission to the recipient's fax number and if by electronic mail, 2 hours after the sender s recorded time of sending the electronic mail where no delivery failure notice is received by the sender.

12.   Severability: If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid, illegal or unenforceable provision eliminated; declaring that in the event of any such severance, we and you shall negotiate in good faith with a view to replacing the provisions so severed with legal and enforceable provisions that have similar economic and commercial effect to the provisions so severed.

13.   Force Majeure: We shall not in any circumstances be liable to you for any loss of any kind whatsoever, including, but not limited to, any damages, whether directly or indirectly caused to or incurred by you by reason of any failure or delay in the performance of our obligations hereunder which is due to an event beyond our reasonable control ("Force Majeure Event").  Notwithstanding the foregoing, we shall use all reasonable endeavours to continue to perform, or resume performance of, such obligations hereunder for the duration of such Force Majeure Event.

14.   Waiver: No waiver by us of any of the provisions of this Agreement shall be effective unless it is expressly stated to be a waiver and communicated by us to you in writing or by electronic mail.  Subject to the foregoing sentence, no delay or failure by us in exercising or enforcing any of our rights or remedies under this Agreement will prejudice or restrict our rights, nor will any waiver of rights by us operate as a waiver of subsequent rights.

15.   Entire Agreement: This Agreement constitutes the entire understanding between you and us relating to the subject matter of this Agreement and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto, except in respect of any fraudulent misrepresentation made by a party.

16.   Third Party Rights: Subject to our sub-contractors being entitled to avail themselves of the benefit of the exclusions and limitations of liability that apply to us in Clauses 6 and 7 above, this Agreement does not create, and shall not be construed as creating, any right under the Contracts (Rights of Third Parties) Act 1999 which is enforceable by any person who is not party to it.

17.   Law & Jurisdiction: This Agreement shall be considered as a contract made in England and according to the laws of England and Wales and shall be subject to the non-exclusive jurisdiction of the English or the Scottish Courts, to which jurisdiction both we and you hereby irrevocably submit.

Registered in Scotland No: SC201466. Registered Office: 7 Lochside View, Edinburgh Park, Edinburgh. EH12 9DH.

Origo, Unipass Identity Website, Origo.UnipassIdentityWebsite, 2025.7.0.0