Compliance Systems Terms and Conditions
This Agreement sets out the terms and conditions on which we, Compliance Systems Ltd will supply you with Compliance Tracker.
1. Definitions used in this Agreement
"Commencement Date" means the first date following the expiry of the free Compliance Tracker period (if any) under your Software licence agreement, or the anniversary date of expiry of support, or the date of invoice for Compliance Tracker if any free period has expired or does not;
"Personal Data" and "Processing" shall have the same meanings as are ascribed to them in the Data Protection Act 1998;
"Renewal Date" means the anniversary of the Commencement Date;
"Replacement Software" means any Updates or Upgrades;
"Software" means the Compliance Systems product ordered by you from us either direct or via an authorised Compliance Systems partner and in relation to which you have subscribed to Compliance Tracker, and are entitled to Compliance Tracker following payment of an annual licence fee;
"Subscription Fee" means the annual fee payable by you to us for Compliance Tracker (as appropriate);
"Compliance Tracker" means the Software support services as set out in clause 2 as well as the benefits contained in all up to date literature at the Commencement Date concerning Compliance Tracker;
"Updates" means a permanent fix or solution to known problems in the Software at times deemed appropriate by us;
"Upgrades" means a major revision to the Software, which adds new and different functions or capabilities to the Software and is provided to you at times deemed appropriate by us if you have subscribed for Compliance Tracker.
"Working Day" means any day that is not a Saturday, Sunday or public holiday in the United Kingdom;
The term "you", "your" and "yours" shall mean the company or partnership or sole trader which contracts under this Agreement and the term "we", "us" and "our" shall mean, as the context permits, either Compliance Systems, or alternatively it may mean reference to both you and Compliance Systems together.
2. Our commitment to you
- We will provide you with Compliance Tracker (whichever you have paid the Subscription Fee for) for a period of one year commencing on the Commencement Date. On each Renewal Date and subject to clause 4, Compliance Tracker can be renewed for successive periods of one year provided that you pay the prevailing Subscription Fee or annual licence fee (as appropriate) by the due date. Such renewal shall be subject to the then current terms and conditions. An invoice will be issued to you prior to the Renewal Date and, if you wish to renew, is payable in accordance with its terms. Please note, your continued use of Compliance Tracker after the Renewal Date shall be deemed as acceptance by you of the renewal invoice and of the renewal of Compliance Tracker (as appropriate) for a further period of 12 months.
- We will provide Compliance Tracker (whichever you have paid the Subscription Fee for) in accordance with this clause 2 with reasonable care and skill.
- We will provide technical support which will be given by telephone, email, online (including remote and virtual online assistance) and postal mail as to use of the Software and to the investigation and attempted diagnosis and rectification of faults in the Software, but not in respect of computer hardware, operating systems, printers or software other than that supplied by Compliance Systems. Telephone and email support shall be available as prescribed within the level of subscription service entered between us.
- We do not warrant or guarantee you uninterrupted or error free service of any technical support as set out in clause 2.3 above in circumstances where any fault arises out of the improper use, operation or neglect of the Software or any equipment, modification or merger of the Software (other than as permitted in writing by us), your failure to implement recommendations or solutions to faults notified to you by us, any repair adjustment or alteration made by any person (including Compliance Systems authorised partners) other than us without our previous written consent, or any failure to install promptly and use any Replacement Software.>
- We will Process any Personal Data we receive from you or access whilst fulfilling Compliance Tracker obligations to you for the purpose of fulfilling such obligations in accordance with your instructions and otherwise in accordance with the Data Protection Act 1998 (as amended or modified from time to time).
- When you contact us by telephone, we will use call recognition technology to deal with your call in the most effective way. Please ensure you do not withhold your telephone number if you would like us to prioritise your call in this way. We also use call recording software and may record your call for security and training purposes and for other purposes which help us to provide a high-quality service, including keeping a record of the support provided to you.
3. Your obligations to us You shall:
- pay the Subscription Fee when due;
- ensure the Software is used only by users within your organisation except where expressly permitted by prior arrangement with Compliance Systems;
- maintain and operate the Software in a proper and prudent manner in accordance with such advice and instruction as we may issue from time to time, and allow its use only by competent and authorised personnel;
- make available to us without charge, any information or facilities to enable us to discharge our obligations under this Agreement including, but not limited to, software files, computer print-outs and photocopies of documents, provided always that we shall hold as confidential any such information provided by you; If you ask us to provide you with online remote and/or virtual assistance, accept a software file onto your computer system(s) (where necessary) to allow us to provide such online remote and/or virtual assistance;
- notify us of any defect or alleged defect within five days of the date it becomes apparent; and
- be responsible for ensuring that the Software is suitable for the purpose intended;
- Ensure that any disclosure by you, your employees, agents or other representatives to us, or any access by us to any personal data whilst performing our obligations to you under this Agreement, shall be fully in accordance.
4. How can this Agreement be terminated?
- We may terminate this Agreement by giving you seven days' written notice at any time and if we do, we shall refund to you such pro rata amount of the Subscription Fee as is appropriate to the unexpired period of the term of this Agreement.
- You agree that we shall be entitled to terminate this Agreement immediately and without refund if:
1. you commit a material or persistent breach of your obligations under this Agreement and in circumstances where such a breach is capable of rectification, the same is not rectified within fourteen days following written notification of the breach by us; or
2. you fail to pay any amount you owe us within seven days of the due date, whether under this Agreement or any other contract with us; or
3. you are unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986) or you become insolvent, bankrupt or cease to exist (including if a partnership, you are dissolved), or an order is made or a resolution passed for your liquidation, administration, winding-up or dissolution (otherwise than for the sole purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of your assets or you enter into or propose any composition or arrangement with your creditors generally or papers are filed at court seeking a moratorium in respect of you under Schedule A1 of the Insolvency Act 2000 or you cease to trade, or
4. anything similar to the above occurs in any applicable jurisdiction.
5. Termination shall be without prejudice to any rights or claims we may have against you at the time of, or subject to, such termination and other than as set out in this Agreement,no refund of the Subscription Fee in full or in part shall be made to you.
5. Our liability to you under this Agreement
- Except as provided in clause 2 above, or as expressed by statute to be incapable of exclusion or limitation, no other representations, warranties, terms, conditions or guarantees, express or implied, including but not limited to implied warranties of fitness for purpose and satisfactory quality are made in respect of this Agreement.
- Save as expressly set out in this Agreement, we shall not be liable for any direct, indirect, consequential, incidental or special damage or loss of any kind nor for any business goodwill, income, interruption nor for loss of data, use, business, savings or profits suffered or arising in any manner whatsoever out of or in connection with this Agreement or the use of or inability to use the Software and whether arising under contract, tort, including negligence, statute or otherwise.
- Save as expressly set out in this Agreement, our maximum aggregate liability to you in any one year of this Agreement shall not exceed the Subscription Fee actually paid by you to us in that year or, as is attributed to Compliance Tracker as provided under any annual licence fee
- If any exclusion, disclaimer or other provision contained in this Agreement is held to be invalid for any reason by a court of competent jurisdiction and as a result we become liable for loss or damage that could otherwise be limited, such liability whether in contract, tort (including negligence) or otherwise, will not exceed the Subscription Fee actually paid by you or, as is attributed to Compliance Tracker as provided under any annual licence fee.
- Nothing in this Agreement shall exclude or limit our liability for: (a) fraudulent misrepresentation; (b) death or personal injury arising out of our negligence; (c) any warranty as to title or quiet possession implied by statute; or (d) anything which may not be excluded by law.
- This Agreement is personal to you and may not be assigned, sub-contracted, licensed or charged or otherwise dealt with or disposed of (whether in whole or in part) by you without our prior written consent.
- This Agreement and all up to date literature at the Commencement Date concerning Compliance Tracker (whichever you have paid the Subscription Fee for) constitute the entire agreement between us relating to Compliance Tracker (as appropriate) and supersede all other agreements and all other literature concerning Compliance whether written, oral, express or implied.
- The illegality, invalidity or unenforceability of any provision of this Agreement shall not affect the remaining provisions, which shall remain in full force and effect.
- Any partner, reseller, distributor or dealer (including any Compliance Systems authorised reseller) from whom you purchased the Software is not appointed or authorised by us as our servant or agent and is independent of us. Such persons have no authority (either express or implied) to enter into contract or grant any licence or provide any representation, warranty, condition or guarantee with or to you on behalf of us, or otherwise commit us to any obligation. We are not responsible for any modifications or mergers made to the Software by any such persons or any other third parties.
- Any notice to be given under this Agreement shall if, delivered personally, be deemed given immediately or, if sent by first class post be deemed given three Working Days after posting to the registered office or principal address of the party to be notified, or if sent by email, be deemed given immediately subject to non receipt by the sender of an error message.
- We shall not be liable to you for any failure to perform or for any delay in performance under this Agreement to the extent such non-performance or delay is caused by any circumstances beyond our reasonable control including, but not limited to, fire, war, civil commotion, any act of central or local government, any industrial disputes, lockouts and strikes of any third party, provided that if any period of default continues for more than 60 days you shall be entitled to terminate this Agreement by notice to us in writing.
- Any failure by us to enforce any of the terms and conditions of this Agreement shall not be construed as a waiver of our rights and remedies under this Agreement which are cumulative and are not exclusive of any rights and remedies provided by law.
- A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
- This Agreement shall be governed by and construed in accordance with English law and both parties submit to the exclusive jurisdiction of the English courts.