These terms of use ("terms of use") govern access to and use of the PACE System, which is provided by ARPC to its cedant reinsureds. By accessing or using the PACE System, users agree to comply with these terms of use and any applicable policies, procedures, and guidelines issued by ARPC.

These terms of use relate to your access and use of the PACE system. The terms of use are entered into between you, on behalf of your organisation, ("you" and "your"), and the Australian Reinsurance Pool Corporation ("ARPC", "we", "us" and "our").

The following terms of use govern your (and your authorised users') access to and use of the PACE portal, including the websites, content, functionality and services offered on or through that portal (the "PACE System"). Your use of the PACE System is also subject to the terms of ARPC's Privacy Policy, accessible at Privacy policy - ARPC.

To access and use the PACE System, you must either be an insurer that has entered into a Reinsurance Agreement with us or be an intermediary acting on behalf of such an insurer (for further detail, see the Intermediaries section below). If you are not such an insurer or intermediary, you must not access or use the PACE System, and you must immediately inform us so that we can close your user account within the PACE System. If you are an insurer, nothing in these terms of use is intended to supersede or vary any of the terms of your separate Reinsurance Agreement which will prevail to the extent of any inconsistency between the terms of that agreement and these terms of use.

We may, from time to time, revise and update these terms of use at our sole discretion by making the updated terms of use available within the PACE System. All changes are effective immediately when we make the revised terms of use accessible to you and your continued use of the PACE System thereafter means that you accept and agree to those changes. You are required to check this page on a reasonably frequent basis so you are aware of any changes as they are binding on you.

Intermediaries

Where you represent or act for an insurer who is reinsured under a Reinsurance Agreement for (the "Reinsured") as an agent, underwriting agent, managing general agent, coverholder, broker, distribution partner or intermediary by any other description:

1. you acknowledge that the Reinsured and ARPC each have rights and obligations under their Reinsurance Agreement relating to inspection and audit, and you agree to do everything reasonably requested by us to enable ARPC to exercise its inspection and audit rights under that Reinsurance Agreement;
2. you acknowledge that you may hold records, documents and other materials relevant to the rights and obligations of the Reinsured under the Reinsurance Agreement or otherwise in connection with the Reinsurance Agreement, and you agree that:
   1. ARPC or its duly authorised representatives or the officials or other authorised representatives of the Australian National Audit Office may, at any mutually convenient time during normal office hours, inspect and take copies of:
      1. such as your underwriting, accounting and claims records and documents as specifically relate to the business covered under the Reinsurance Agreement; and
      2. any other materials to the extent reasonably required by ARPC having regard to the rights and obligations under the Reinsurance Agreement,
         and that such right of inspection shall continue as long as either ARPC or the Reinsured remains under any liability to the other arising out of the Reinsurance Agreement; and
   2. ARPC (or its duly authorised representatives) or the Australian National Audit Office may, upon giving at least 30 days' written notice, undertake an audit of your documents, records, files, manuals, guides and information (in any form) that relate to pool insurance contracts to which the Reinsurance Agreement applies or to the performance of the Reinsured's obligations under the Reinsurance Agreement. In relation to any such audit:
      1. you must provide access for the conduct of that audit;
      2. if conducted at your offices, the audit must be conducted during normal business hours; and
      3. you must facilitate (including by maintaining sufficient IT capabilities) remote desktop audits, video conferencing, scanning and the use of data transfer portals between you and ARPC.

Use of the PACE System and IP

As long as you comply with these terms of use, ARPC grants you a personal, non-exclusive, non-transferable, limited license to access and use the PACE System. Your use of the PACE System must comply with any requirements set out in the system's user manual (available upon request) and be for the purposes of accessing, processing, administering or managing the reinsurance provided by ARPC to you (or, if you are an intermediary, to the insurer on whose behalf you act) in accordance with the relevant Reinsurance Agreement.

The PACE System and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), including all such intellectual property rights, are owned by ARPC or its licensors. Except for your right to access and use the PACE System under this section, no other rights are granted to you in relation to the PACE System and no right, title or interest (including intellectual property rights) is transferred or assigned to you.

Where you upload content to, or create, modify, or transmit any content using, the PACE System ("Your Content"), you grant us a non-exclusive, transferable and sub-licensable right and licence to use, access, host and otherwise deal with Your Content for the purposes of providing you with the PACE System and delivering you any services or functionality under or in connection with the PACE System, these terms of use, the Reinsurance Agreement or any other services we provide to you (or, if you act for an insurer, then in connection with any reinsurance or services we provide to that insurer).

Changes to the PACE System

We may update the content accessible via the PACE System from time to time. You acknowledge that any of the material accessible via the PACE System may be out of date or incomplete at any given time, and we are under no obligation to update such material. We may also add or remove features and functionality from the PACE System at any time, without notice to you, or restrict access to some parts of the PACE System, or the entire PACE System, to you or other users.

Your obligations

You agree that you will:

1. keep confidential and protect any login and password details issued to you from being stolen, disclosed or used by a third party;
2. comply with all laws and regulations in connection with your use of the PACE System and our reasonable directions to you from time to time in relation to such use;
3. not copy, reproduce, translate, adapt, vary, modify or reverse engineer any part of the PACE System (unless expressly permitted in relation to information made available via the PACE System that you agree to keep confidential in accordance with these terms of use);
4. not use the PACE System, to upload, store or transmit any material or content that is illegal, fraudulent, malicious, abusive, discriminatory, defamatory or obscene; and
5. not use the PACE System in a way which:
   1. could disable, overburden, damage, or impair the PACE System or interfere with any other party's use of the PACE System, including their ability to engage in real time activities through the PACE System;
   2. attempts to access any unauthorised portion or feature of the PACE System; or
   3. probes, scans, or tests the vulnerability of the PACE System.

Confidentiality

Where you are an insurer, the confidentiality terms set out in your Reinsurance Agreement with us govern your provision of confidential information to us, and our provision of confidential information to you, via the PACE System. Where you are an intermediary representing or acting for an insurer:

1. you agree that we may use confidential information you provide to us via the PACE System as provided for in our Reinsurance Agreement with the insurer on whose behalf you act; and
2. you agree that the information and data made available to you via the PACE System is ARPC's confidential information, and you undertake to keep that information confidential and only use or disclose that information as the insurer on whose behalf you act is permitted under its Reinsurance Agreement with ARPC.

Suspension and termination

You acknowledge that we may suspend or terminate your access to the PACE System, at any time, for any reason. Without limiting this, we may suspend or terminate your access to the PACE System if you breach any of these terms of use, engage in any unlawful conduct or if we need to do so for any emergency or to prevent or mitigate harm or possible harm to any system, network or person. In addition, we may suspend access to the PACE System for periodic or emergency maintenance of that system.

Acknowledgements

You acknowledge that:

1. a third party vendor is responsible for hosting, data storage, user security, physical and electronic data security, back-up, disaster recovery and ensuring business continuity and we do not accept any responsibility for these services;
2. The PACE System is provided to you strictly on an "as is" basis and, to the maximum extent permitted by applicable law, we disclaim and do not guarantee that the PACE System will be free from defects, perform to any particular standard, have any characteristic or feature, meet any minimum availability or satisfy any other requirement;
3. you use the PACE System at your own risk;
4. you, and not ARPC, are solely responsible for Your Content and you indemnify and hold us harmless against any of Your Content being illegal, fraudulent, malicious, abusive, discriminatory, defamatory, obscene or otherwise unlawful or infringing any intellectual property or other proprietary right of any person;
5. we do not warrant the accuracy, completeness or usefulness of information presented on or through the PACE System, and that you are responsible for validating or checking that information and you rely on it at your own risk; and
6. any hyperlink to other sites and resources provided by third parties are provided for your convenience only, and we have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them.

Limitation of liability and exclusion of warranties

To the maximum extent permitted by applicable law, we exclude completely all liability to you or any other person for loss or damage of any kind, however arising, whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the PACE System, these terms of use and/or their subject matter. This includes, but is not limited to, the transmission of any harmful code, or your failure to submit any claims or complete any transactions using the PACE System. You agree to indemnify us and our employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from your use of the PACE System or breach of these terms of use.

All express or implied representations and warranties are, to the maximum extent permitted by applicable law, excluded. We make no other representation, warranty or guarantee, and exclude any other express or implied representation, warranty or guarantee to the maximum extent permitted by law, relating to the PACE System, including that the PACE System will be free from defects or that the use of the PACE System will be continuous, uninterrupted or error-free. Where any law (including the Australian Competition and Consumer Act) implies a condition, warranty or guarantee into these terms and conditions which may not lawfully be excluded but your remedies for which may be limited, then to the maximum extent permitted by applicable law, our liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:

1. in the case of goods, their replacement or the supply or equivalent goods or their repair; and
2. in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.

Without limiting any other provision in this section, under no circumstances will we be liable for any incidental, special or consequential loss or damages, damages for loss of data (including Your Content), business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the PACE System, these terms of use or their subject matter. Specifically, you acknowledge that the PACE System and any services provided through it are not to be relied on as a means of storage for Your Content, and you must maintain such means of storage and other backups of Your Content as determined necessary or appropriate by you. In no circumstances will ARPC be responsible for loss of or corruption to any of Your Content or other data used by you in connection with the PACE System or any services.

Governing law

These terms of use are governed by and construed according to the law of New South Wales, Australia and the parties submit to the non-exclusive jurisdiction of the courts of that state and the courts that hear appeals from them.

Waiver and severability

No waiver by us of any term or condition set forth in these terms of use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under these terms of use shall not constitute a waiver of such right or provision.

If any provision of these terms of use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these terms of use will continue in full force and effect.

Entire agreement

Without limiting any of the terms which may be agreed in a separate Reinsurance Agreement between you and ARPC (which will prevail to the extent of any inconsistency between the terms of that agreement and these terms of use), these terms of use and our Privacy Policy constitute the sole and entire agreement between you and ARPC with respect to the PACE System and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the PACE System.