Welcome to ComplySoft Ltd.
Please read these Terms of Service carefully to be sure that you understand them. Your attention is particularly drawn to clause 10 below headed "Liability". By using the Service, you are agreeing to these Terms of Service.
- THE AGREEMENT"
- The Agreement is made between us, ComplySoft Limited (a company registered in England under number 4764900 with its registered office at Bank House, 81 St Judes Road, Englefield Green, Surrey TW20 0DF) ("ComplySoft"), and you, the person, firm or company who or which wishes to use the Service and who enters into the Agreement by accepting these Terms of Service.
- Where you enter into a specific agreement with ComplySoft for the provision of any Service, then that agreement shall apply in addition to these Terms of Service save that in the event of any conflict or inconsistency between any provision of the specific agreement and any provision of these Terms of Service the former shall prevail.
- DEFINITIONS AND INTERPRETATION
- In these Terms of Service, except where the context requires otherwise:
- "Agreement" means the contract between ComplySoft and you on these Terms of Service;
- "Client Data" means any data, documents, materials and other content which you submit or upload to the Service;
- "Fees" means the fees for the Service to be provided under this Agreement, as specified in our invoice relating to the Agreement;
- "Service" means ComplySoft's on-line compliance risk management services which you have selected to receive and which includes the provision of Service Materials;
- "Service Materials" means all text, documents, materials, graphics, audio files, video files and other materials which ComplySoft makes available in the course of provision of the Service;
- "User" means a person (including any of your employees or contractors) who is authorised by you from time to time to access and use the Service on your behalf.
- "you" and "your" includes your Users;
- clause headings are inserted for ease of reference only and do not affect construction; and
- words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing bodies corporate, corporations, unincorporated associations and partnerships and vice-versa, words importing the singular shall be treated as importing the plural and vice-versa, and words importing whole shall be treated as including a reference to any part thereof.
- In these Terms of Service, except where the context requires otherwise:
- TERMS OF SERVICE
- These Terms of Service set out the terms of the Agreement and form the basis upon which the Service will be made available to you and your Users.
- In order to use the Service, you must firstly agree to these Terms of Service. You may not use the Service if you do not accept these Terms of Service. You can accept these Terms of Service by:
- clicking to accept or agree to these Terms of Service, where this option is made available to you by ComplySoft in the user interface for any Service; or
- by actually using the Service. In this case, you understand and agree that ComplySoft will treat your use of the Service as acceptance of these Terms of Service from that point onwards.
- You acknowledge and agree that any breach of the Agreement by a User shall be deemed a breach by you notwithstanding that you may not have authorised the act or omission which constituted the breach
- ComplySoft may change these Terms of Service from time to time. ComplySoft will notify you of any changes by posting them on the ComplySoft website or through other reasonable means of providing notice. Any changes to the Terms of Service will be effective immediately upon such notice. If you use the Service after notice of changes to the Terms of Service, you will be taken to have agreed to the changes.
- LICENCE TO USE THE SERVICE
- In consideration of the Fees, ComplySoft hereby grants to you and your Users a non-exclusive, non-transferable and revocable licence to use the Service and the Service Materials for your own internal business purposes.
- If you fail to pay any Fees when due or commit any other breach of these Terms of Service, then ComplySoft may (without prejudice to any other right or remedy available to it) suspend your access to the Service until payment is made or the breach is remedied to the satisfaction of ComplySoft.
- ComplySoft may, for operational reasons, change the technical specification of the Service or suspend supply of the Service or discontinue the whole or any part of the Service. Before changing, suspending or discontinuing any part of the Service, ComplySoft will give you as much notice as is reasonably possible in the circumstances. ComplySoft shall not be liable to you or any third party for any such change, suspension or discontinuance of the Service.
- PASSWORD AND SECURITY
- You will receive a username and password upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the username and password, and are fully responsible for all activities that occur under your account.
- You shall:
- keep all usernames and passwords allocated to you by ComplySoft strictly confidential and allow access to any such usernames and passwords only to such of your employees as have a need to know them for the proper use of the Service;
- take reasonable steps to ensure that nobody other than your Users accesses the Service or the Service Materials using accounts created with your username and password;
- promptly notify ComplySoft if you become aware or suspect that any such username and password has become known to an unauthorised person.
- YOUR INFORMATION
- In order to use the Service, you and your Users may be required to provide information about yourselves (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Service. You agree that any registration information you give to ComplySoft will always be accurate, correct and up to date.
- FEES FOR THE SERVICE
- In consideration of the provision of the Service you shall pay to ComplySoft the agreed monthly or annual Fees for the defined Service.
- The Fees are exclusive of Value Added Tax which you shall pay to ComplySoft in addition at the same time as payment of the Fees.
- You shall pay all Fees in full (without any set-off, deduction or withholding whatsoever) by such method as may reasonably be specified from time to time by ComplySoft. If a cheque delivered by you is dishonoured or a direct debit or standing order fails, ComplySoft may charge you all costs incurred by ComplySoft as a result.
- If payment of any part of the Fees become overdue, ComplySoft may (without prejudice to any other right or remedy available to it) charge interest at 2 percent per month on the overdue amount, such interest to run from day to day and accrue after as well as before any judgment and to be compounded monthly on the amount overdue until payment.
- ComplySoft may by notice in writing to you vary the amount of any of the Fees. Such variation shall take effect 60 days after the date of ComplySoft's notice.
- YOUR UNDERTAKINGS
- You warrant to and undertake with ComplySoft that you shall:
- take reasonable steps to ensure that your Users comply with these Terms of Service;
- be responsible for configuring your own information technology (including virus protection software) and telecommunications in order to access the Service;
- comply with all requirements, procedures, policies and regulations of ComplySoft issued from time to time in relation to the use or operation of the Service;
- not use the Service for illegal purposes;
- not interfere with or disrupt the Service or server or network connected to the Service;
- not sub-license, re-sell or offer in any manner, to a third party, the Service or use of or access to the Service, whether for commercial gain or otherwise;
- not attempt to gain unauthorised access to other computer systems or networks connected to the Service.
- You warrant to and undertake with ComplySoft that you shall:
- WARRANTY AND DISCLAIMER
- ComplySoft warrants and represents that the Service will be provided by ComplySoft with reasonable skill and care.
- Save for the warranty at clause 9.1, ComplySoft gives you no warranty or assurance regarding the Service and specifically ComplySoft:
- expressly disclaims all conditions and warranties of any kind, whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement;
- gives no warranty that the Service will meet your requirements, will be uninterrupted or timely, will be secure or error free or that defects in the Service Materials or the Service will be corrected.
- The responsibility for complying with your legal and regulatory obligations at all times remains with you and you assume sole responsibility for the results obtained from the use of the Service and ComplySoft shall have no liability for the financial, legal or other results that may be obtained or as to the accuracy or reliability of any information obtained through the Service.
- ComplySoft shall be liable to you as expressly provided in these Terms of Service but shall have no other obligation, duty or liability whatsoever whether in contract, tort or otherwise to you.
- ComplySoft's total liability whether in contract, tort or otherwise arising out of or in connection with these Terms of Service shall be limited to an amount equal to the total Fees paid by you during the 12 months immediately prior to written notification of the claim.
- ComplySoft shall not in any event be liable to you under the Agreement whether in contract, tort or otherwise for any loss of revenue, business contracts, anticipated savings or profits or for any indirect or consequential loss whatsoever.
- Nothing in these Terms of Service shall exclude or restrict ComplySoft's liability for:
- death or personal injury resulting from its negligence; or
- fraudulent misrepresentation.
- The provisions of this clause shall continue to apply notwithstanding the termination of the Agreement.
- INTELLECTUAL PROPERTY RIGHTS
- ComplySoft owns and shall retain all right, title, and interest in and to the Service and the Service Materials, all components thereof, including without limitation all related applications, user interface designs, processes, software and source code, and any and all future enhancements or modifications made to them, and all intellectual property rights therein.
- You acknowledge and agree that you are permitted to use the Service Materials only in accordance with these Terms of Service, and you may not copy, reproduce, transmit, distribute, modify or create derivative works of the Service Materials without ComplySoft 's express prior written authorisation.
- CLIENT DATA
- You retain copyright and any other rights you may have in all Client Data which you submit or upload to the Service.
- By submitting or uploading content you give ComplySoft a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive licence to reproduce, host and copy such content for the sole purpose of enabling ComplySoft to supply the Service to you.
- You agree that you will not submit or upload to the Service any content which infringes a third party's intellectual property or which is defamatory, unlawful or otherwise objectionable.
- ComplySoft has no obligation to, and does not, review Client Content. However, ComplySoft reserves the right to delete, move or edit any Client Content that it has reason to believe violates the requirement in clause 12.3.
- ComplySoft shall use all reasonable efforts to maintain the confidentiality of Client Data but reserves the right to disclose Client Content as necessary to satisfy any legal requirement.
- ComplySoft will use reasonable endeavours to ensure that Client Data is maintained securely and is properly backed-up. In the event of any loss or damage to Client Data, ComplySoft shall use its reasonable endeavours to restore the lost or damaged Client Data from the latest back up but shall not otherwise have any liability for loss of or damage to Client Data regardless of cause.
- SOFTWARE LICENCE
- ComplySoft may provide you, for a fee or at no charge, software for use in connection with the Service which is owned by ComplySoft or its third party licensors (referred to as the "Software"). In such event, ComplySoft grants to you a non-transferable and non-exclusive licence to use the Software for the sole purpose of enabling you to use and enjoy the benefit of the Service as provided by ComplySoft, in the manner permitted by these Terms of Service.
- You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law.
- You may not assign (or grant a sub-licence of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
- The Software may automatically download and install updates from time to time from ComplySoft. These updates are designed to improve, enhance and further develop the Service and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit ComplySoft to deliver these to you) as part of your use of the Service.
- The Agreement shall continue until terminated by either party giving not less than three months' written notice to the other.
- Notwithstanding clause 14.1, ComplySoft may terminate the Agreement at any time by notice in writing to you having immediate effect:
- if you fail to pay any of ComplySoft's invoices when due;
- if you breach or any of your Users breaches any of the provisions of these Terms of Service and, in the case of a breach capable of remedy, you fail to remedy the breach within 30 days after receipt of a written notice giving particulars of the breach and requiring it to be remedied;
- if you give notice to your creditors or any of them that you have suspended or are about to suspend payment or if you shall be unable to pay your debts within the meaning of Section 123 of the Insolvency Act 1986, or if an order shall be made or resolution passed for your winding up (otherwise than for the purpose of and followed by a reconstruction or amalgamation) or if an administration order shall be made in respect of you or if you become insolvent or make any assignment for the benefit of creditors or have a receiver appointed of all or any part of your assets or take or suffer any similar action in consequence of debt
- On termination of the Agreement for any reason:
- the licence to use the Service and the Service Materials granted under the Agreement shall immediately terminate;
- you will delete the Software and any Service Materials from your electronic media, including your intranet and electronic storage devices;
- ComplySoft may disable access to your account and you will no longer be able to access the Service or Client Data;
- ComplySoft may delete all Client Data in its possession and shall not be required to provide you with a copy of the Client Data unless ComplySoft receives, no later than ten days after the effective date of the termination of the Agreement, a written request for the delivery to you of a copy of the Client Data. Where ComplySoft receives such a written request it shall use reasonable commercial efforts to deliver to you, within 30 days of receipt of such request, a copy of the then most recent back-up of the Client Data (in electronic CSV format) provided that you have, at that time, paid all fees and costs outstanding under the Client Agreement or otherwise due to ComplySoft.
- Termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
- The you shall not assign or delegate or otherwise deal with all or any of your rights and obligations under the Agreement without ComplySoft's prior written consent
- ComplySoft shall have the right to assign all or any of its rights and obligations under these Terms of Service and in the event of such assignment shall give notice of it to you.
- ComplySoft may sub-contract the performance of any of its obligations under these Terms of Service to any third party, but such sub-contracting shall not relieve ComplySoft of any liability under these Terms of Service.
- FORCE MAJEURE
- Notwithstanding anything contained in these Terms of Service if total or partial performance hereof is delayed or rendered impossible for ComplySoft by virtue of any reason whatsoever beyond its reasonable control (including but not limited to decision of any court or other judicial body of competent jurisdiction, unavailability of equipment, power or other commodity, failure or non-availability of Internet or telecommunications facilities, acts of government or other prevailing authorities or defaults of third parties) then such non-performance will not be deemed to constitute a breach by ComplySoft of these Terms of Service and ComplySoft shall not be liable for any loss or damage which you may suffer as a result.
- Any notice to be given under these Terms of Service may be delivered or be sent by prepaid registered post sent first class addressed to the registered office or principal place of business for the time being of the party to be served or may be transmitted by fax to the fax number for the party to be served last known to the party giving the notice. Notice served by post shall be deemed served on the second business day after the date of posting. Notice served by fax shall be deemed served on the next business day after the date of transmission. For this purpose, "business day" means any day other than a Saturday, Sunday or a day which is a public holiday in the place both of despatch and of address of the notice. This clause shall not preclude the giving of notice by other methods of communication.
- Save as expressly provided in the Terms of Service, these Terms of Service together with ComplySoft 's general Terms of Website Use constitute the whole agreement and understanding between you and ComplySoft relating to the Service.
- You acknowledge and agree that, in entering into the Agreement, you do not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) other than as expressly set out in these Terms of Service.
- Any amendment to these Terms of Service shall be in writing, signed by the parties and expressed to be for the purpose of such amendment.
- The failure of ComplySoft to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
- If for any reason any provision of these Terms of Service, or any portion thereof, is found to be unenforceable, the remaining provisions of these Terms of Service shall continue to be valid to the fullest extent permitted by law.
- The Agreement is not intended to benefit anyone other than the parties to it and, in particular, none of the terms of the Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party
- These Terms of Service shall be governed by and construed in accordance with English Law and the parties hereby submit to the exclusive jurisdiction of the English Courts.
MAIN COMPANY WEBSITE
Tel: +44 (0) 1494 565 947
Fax: +44 (0) 1494 569 484