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Chatbot MiaPlus EULA

Internal ICAEW policy

Published: 11 Mar 2024 Update History




1. Who we are and what this contract does

We, the Institute of Chartered Accountants in England and Wales (ICAEW) licence you to use:

  • the “MiaPlus” chat bot service (the Service);
  • the information (Output) made available via the Service; 
  • the related online or electronic documentation (Documentation);

as permitted in these Terms.

2. Your privacy

Under data protection legislation, we are required to provide you with certain information including who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information, as it applies to the Service, is provided in the website and network privacy notice and it is important that you read that information.

3. Additional terms that apply to your use of the service

In addition to these Terms, your use of the Service will be governed by the following fair usage and privacy policies:

  • Our Fair Usage Policy, which sets out the permitted uses and prohibited uses of the Service - When using the Service, you must comply at all times with our Fair Usage Policy.
  • Our Privacy Notice for the Service

4. Support for the service and how to tell us about problems  

4.1 Support. If you want to learn more about the Service or have any problems using it please email us on contactus@icaew.com.

4.2 Contacting us (including with feedback or complaints). If you think the Service is faulty or if you wish to contact us for any other reason please email our customer service team at contactus@icaew.com or call them on +44 (0)1908 248 250. We will respond to you using the contact details that you provide when you make contact with us. 

5. How you may use the service  

5.1 Subject to you complying with these Terms you may:

  • access and use the Service; 
  • use the Output generated via the Service for legitimate purposes; and
  • use any Documentation to support your permitted use of the Service.

6. Changes to these terms

6.1 We may need to change these Terms from time to time to reflect changes in law or best practice, to reflect changes to the Service, to deal with additional features which we introduce, or to ensure the security or safety of the Service.   

6.2 Every time you use the Service, you should check these Terms to ensure you understand the terms that apply at that time.  These Terms were most recently updated on March 11 2024.

7. Changes to and availability of the service  

7.1 From time to time we may automatically update or change the Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues.

7.2 We do not guarantee that the Service, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Service at any time for business and operational reasons.  We will try to give reasonable notice of any suspension or withdrawal, via a notice on the Service or our website.

8. We are not responsible for other websites you link to  

8.1 The Service may contain links to other independent websites which are not provided or operated by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).

8.2 You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.

9. Licence restrictions

9.1 You agree that you will:

  1. comply at all times with all applicable laws when using the Service;
  2. except in the course of permitted sharing (if you have been given permission to do so above), not rent, lease, sub-license, loan, provide, or otherwise make available, the Service in any form, in whole or in part to any person without prior written consent from us;
  3. not copy the Service or the Documentation, except as part of the normal use of the Service or where it is necessary for the purpose of back-up or operational security;
  4. not translate, merge, adapt, vary, alter or modify, the whole or any part of the Service or the Documentation nor permit the Service or any part of thereof to be combined with, or become incorporated in, any other programs;
  5. not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Service (including any source code, algorithms, systems) nor attempt to do any such things or assist anyone else in doing so, except to the extent permitted by law. 

9.2 You warrant that you have all rights, licences and permissions that are needed for you to use the Service.

9.3 The Service operates using artificial intelligence and machine learning. You acknowledge that any Output made available to you by the Service in response to your request (or input) is derived from www.icaew.com and such Output:

  1. will not be unique to you (other users may receive the same or similar Output);
  2. does not belong to you;
  3. may not present an accurate or complete response to your request/input.  You are responsible for checking and evaluating the output in the context of your request/input and for obtaining professional advice before you rely or act on any Output obtained from the Service;
  4. may, depending on your request/input and notwithstanding the safety measures that we implement, provide offensive or profane Output or Output which does not represent the views of the ICAEW or its members.   

10. Acceptable use restrictions

10.1 You must comply at all times with the standards set out in our Fair Usage Policy.  You warrant that your use of the Service and any Output will comply with those standards and you are liable to us and will indemnify us for any breach of that warranty.  This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

10.2 You understand that any information that you input into the Service will be considered non-confidential and non-proprietary.  You grant us a limited licence to use, store and copy that information.

10.3 You must not:

  1. use the Service (including any Output) in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms or our Fair Usage Policy, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Service or any operating system;
  2. infringe our intellectual property rights or those of any third party in relation to your use of the Service;
  3. transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Service;
  4. use the Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; or
  5. collect or harvest any information or data from the Service or our systems (including using automated or programmed means to extract data) or attempt to decipher any transmissions to or from the servers running the Service.

11. Intellectual property rights

11.1 All intellectual property rights in the Service (including Output and any other material published on it) and the Documentation throughout the world belong to us (or our licensors).   

11.2 The rights in the Service (including any Output or other material published on it), and the Documentation are licensed (not sold) to you. You have no intellectual property rights in, or to, the Service (including any Output or other material published on it) or the Documentation other than the right to use them in accordance with these Terms.

11.3 You agree that, if you provide feedback to us about the Service, we may use that feedback to develop, improve, and/or maintain the Service without reference or payment to you.

11.4 You further agree that we will use your requests (input) to monitor, train, develop, improve, and/or maintain the Service, comply with applicable law, enforce these Terms and associated policies and to keep the Service secure.

12. Limits on liability

12.1 Nothing in these Terms is intended to exclude or limit our liability for death, personal injury or fraudulent misrepresentation caused by our negligence, or to affect your statutory rights.

12.2 We will exercise professional diligence in providing the Service to you and in keeping a safe, secure and error-free environment.  Provided that we have acted with professional diligence, we do not accept responsibility for losses not caused by our breach of these Terms or otherwise by our acts; losses that are not reasonably foreseeable by you and us at the time of entering into these Terms; and events beyond our reasonable control. 

12.3 If you are a business user:

  1. We exclude all implied conditions, warranties, representations or other terms that may apply to the Service (including any Output or other material published on it).
  2. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
    • use of, or inability to use, the Service (including any Output or other material published on it); or
    • use of or reliance on any content displayed on the Service (including any Output or other material published on it).
  3. In particular, we will not be liable for:
    • loss of profits, sales, business, or revenue; 
    • business interruption;
    • loss of anticipated savings;
    • loss of business opportunity, goodwill or reputation; or
    • any indirect or consequential loss or damage.

12.4 If you are a consumer user:

  1. You agree not to use the Service for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

12.5 The Output generated by the Service is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the Output generated by the Service.

12.6 Although we make reasonable efforts to update the information used by the Service, we make no representations, warranties or guarantees, whether express or implied, that Output generated by the Service is accurate, complete or up to date. 

12.7 The Service has not been developed to meet your individual requirements. Please check that the facilities and functions of the Service (as described on our website and in the Documentation) meet your requirements.

13. We are not responsible for viruses and you must not introduce them

13.1 We do not guarantee that the Service will be secure or free from bugs or viruses.

13.2 You are responsible for configuring your information technology, computer programmes and platform to access the Service. You should use your own virus protection software.

13.3 You must not misuse the Service by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Service, the server on which the Service is stored or any server, computer or database connected to the Service. You must not attack the Service via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit 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. In the event of such a breach, your right to use the Service will cease immediately.

14. What happens if you break these terms

Where we consider that a breach of these Terms has occurred, we may take such action as we deem appropriate to enforce these Terms and our rights. 

15. We may transfer this contract to someone else

We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

16. You need our consent to transfer your rights to someone else  

You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.

17. No rights for third parties  

These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the contract between us.

18. If a court finds part of this contract illegal, the rest will continue in force

Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

19. Even if we delay in enforcing this contract, we can still enforce it later 

19.1 Even if we delay in enforcing this contract, we can still enforce it later. 

19.2 If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

20. Which laws apply to this contract and where you may bring legal proceedings

20.1 If you are a business: these Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

20.2 If you are a consumer: these Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law.  You and we both agree that he courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.