1.1 We set out here the general Terms and Conditions under which
you may use the website at www.complianceonline.co.uk ("Site"),
which is a financial services compliance portal provided on a
business-to-business basis. Your statutory rights are not
affected.
1.2 Certain areas of the Site are only available to you if you
register or subscribe. However, these Terms and Conditions will
apply whether or not you are registered or subscribed.
1.3 Please read this contract carefully. If you do not accept
the Terms and Conditions then you may not use the Site. In using
the Site you are accepting these Terms and Conditions. We may
revise these terms at any time by updating them on the Site.
1.4 The terms 'you/your' used here refers to all persons
accessing the Site for whatever reason, and 'we/us' refers to
Compliance Online Ltd.
1.5 You confirm that by subscribing you intend to subscribe for
the business purposes of a trade or profession and you are not a
consumer.
Your Use of the Site
2.1 On acceptance of these Terms and Conditions, you may browse
the areas of the Site that do not require registration or register
to access more areas or subscribe to access all ordered areas. By
subscribing you are also registering. On registration or
subscription you must provide us with accurate and complete
information and it is your responsibility to inform us of any
changes to that information. Subject to registration, you may
request a free trial. Subject to subscribing you may access all
ordered facilities. Subscription is separate for each product and
this agreement applies to all products.
2.2 You may be restricted from areas that contain sensitive or
confidential information belonging to third parties. Such areas may
require you to make an agreement with third parties including
submission to vetting for data protection, money laundering and
credit reference status.
2.3 You will ensure that any information or material you post or
submit for publication on the Site:
2.3.1 is relevant, free of advertising, accurate, complete in
all material respects, up-to date and not misleading; and
2.3.2 is not defamatory, threatening, abusive or obscene, does
not infringe any third party intellectual property rights and does
not contain any other unlawful content.
2.4 You will not impersonate any person or entity or
misrepresent any affiliation with any person or entity in your use
of the Site.
2.5 You will not collect or store other users' personal
data.
2.6 You will ensure that your use of the Site is lawful and does
not cause any damage or interference to the Site or its facilities.
In particular, you will not:
2.6.1 upload or post any viruses, files or code designed to
interrupt, destroy or limit the functionality of the Site or any
computer software or equipment; or
2.6.2 upload or post any spam onto the website.
2.7 You agree to comply with the provisions of the Consumer
Credit Acts 1974 & 2006, Data Protection Act 1998 and
Representation of the People (England and Wales) Regulations 2001
in relation to the processing of personal data available on the
Site. Through your use of the Site you may have access to sensitive
or confidential information or materials belonging to other
parties. You agree not to disclose any such information or
materials to any other person and not to use such information or
materials other than for the purposes for which you were given
access to it on the Site.
2.8 You represent that if you are an individual you are 18 years
of age or older, and in any case a resident of the United Kingdom
unless you have notified us otherwise and we have given you
specific and express permission to use the Site.
2.9 You are responsible for anything you say or post.
2.10 You understand that you are responsible for uses of the
Site by you and those using your login information. You must notify
us immediately if you suspect or become aware of any non-authorised
person using your login information. Your login information
includes one or more of your username, password, IP address and
cookie.
2.11 You indemnify us for any losses, claims, costs and expenses
arising from modifications you make to the Site, including but not
limited to forum posts.
2.12 At our discretion we may give you a free trial, during
which you will have the same duties as if you were a subscriber
other than the duty to pay for a subscription and we will have the
same rights as if you were a subscriber.
Licence
3.1 All copyright, trade marks and all other intellectual
property rights in all material or content supplied as part of the
Site shall remain at all times vested in us or our licensors. We
grant you a non-exclusive temporary licence to access and use the
content on the Site for your use only and you may neither (and
agree not to assist or facilitate any third party to) copy,
download, reproduce, publish, broadcast, archive, store (including
but not limited to on internet, intranet, extranet, network or
database), transmit, distribute, reproduce, display, commercially
exploit (including but not limited to sub-licensing, assigning or
leasing), modify, adapt, create derivative works of nor tamper with
copyright notices in such material or content, nor cause, allow or
suffer persons to access the Site for whom we have not issued login
information. If you become aware of any such distribution or
commercial exploitation, you agree to notify us immediately. You
may download content by way of web browsing and may store it
temporarily on one workstation per user not accessible to other
workstations and may print one copy per user of downloaded content.
The html in the Site is part of the copyright. The name and logo of
Compliance Online and Wolters Kluwer, are our or our licensor’s
trade marks. You are not permitted to use or reproduce or allow
anyone to use or reproduce these trade marks for any reason.
3.2 You acknowledge that by posting materials on the Site you
grant to us and our licensors and assigns an irrevocable,
perpetual, non-exclusive, royalty-free, world-wide licence to use
the materials other than your trademark within the Site and in any
other manner. The licence extends to reproducing, modifying,
translating, copying, distributing, broadcasting, and otherwise
transmitting, and adapting and editing such materials. We may use
such materials in our discretion and may remove them from the Site
at any time without notice to you (including but not limited to
discussion forum postings, which we reserve the right, but have no
duty, to moderate).
3.3. Unregistered users are not allowed to deep link to our
pages unless we have asked them to link to us in which case it is
at their discretion. Otherwise the only permissible link for
unregistered users is to our home page at
www.complianceonline.co.uk. You are not allowed to frame, spider,
harvest or scrape the Site's contents.
3.4 At our discretion we may allow a transfer of a login from
one user to another, for example due to a change in your
personnel.
3.5 You grant us an irrevocable, perpetual, non-exclusive,
royalty-free, world-wide licence to publish your company name on
our client list and to publish the name and content of any
testimonial or feedback you give us.
Changes to the Terms and the Site
4.1 We reserve the right to alter or remove the Site or any part
of it and any information, material and facilities incorporating
the Site, without any notice to you.
4.2 We reserve the right to terminate or suspend your access to
or use of all or some areas of the Site without any notice to you
at any time for reasons within our reasonable control, in which
case we will pro rata refund your subscription. Otherwise, no
compensation will be payable to you as a result of any removal,
alteration or termination.
4.3 We reserve the right to change these Terms and Conditions at
any time. Such revised Terms and Conditions will be posted on the
Site and sent to you. By continued use of the Site 30 days after
such Terms and Conditions have been posted on the Site and sent to
you, you agree to abide by such changes. During the 30 day notice
period you are entitled to cancel in writing and claim a pro rata
refund.
4.4 We reserve the right not to publish information or materials
which you submit for the website.
4.5 Access to the Site may be interrupted, restricted or
delayed. If for any reason the Site or our service to you is
interrupted we will aim to restore our service as quickly as
possible (to the extent that it is within our reasonable control to
do so), although we shall be under no obligation to do so and shall
not be liable in the event that we have not done so. Distribution
cannot be guaranteed on the internet, just as distribution cannot
be guaranteed by post.
Disclaimers
5.1 Nothing in these Terms and Conditions shall exclude or limit
our liability for death or personal injury resulting from our
negligence or that of our servants, agents or employees.
5.2 You acknowledge that the information and material available
on or through the Site is for your general information and use and
is not intended to address your particular requirements. In
particular, any information or material provided by authors of the
Site or any of its contents is their opinion only. It is provided
for your general information only and is not necessarily endorsed
by us and is not advice. You have not paid us to double check the
information and we do not know your circumstances, so you should
not act upon anything you read on the Site. You should seek
independent advice before making any decision based on anything you
have seen on the Site.
5.3 You acknowledge that we have no control over some of the
information and material which can be accessed by or through the
Site and that we do not know the nature of the information and
material you or other users are sending, uploading or posting on
the Site. We therefore exclude all liability of any kind (including
for libel, breach of confidence, intellectual property right
infringement, invasion of privacy, defamation and negligence) for
the transmission or reception of such information or material of
whatever nature by, about or to you.
5.4 You acknowledge that your use of the Site and any
information or material you download or obtain through the Site is
at your own risk and we will not be responsible or liable to you
for any loss of content, information or material uploaded or
transmitted through the Site. You confirm that we shall not be
liable to you or any third party for any modification to,
suspension of or discontinuance of the Site.
5.5 You further acknowledge that it is your decision to use the
Site and, where applicable to (or not to) post, submit, remove or
alter information or material on, to or from the Site. You agree
that you do this at your own risk and that we shall have no
liability for any loss or damages incurred by you or any other
party as a result of you doing or failing to do the same.
5.6 To the full extent permissible by law, you agree that we
will not be liable for any consequential, incidental, indirect,
exemplary or punitive loss or damages in contract, tort or
otherwise, for any loss or damage whatsoever arising from or in any
way connected with your use of the Site, including, without
limitation, damage for any loss in business projects, loss of
profits, loss of privacy or other consequential losses arising in
contract, tort or otherwise from the use of or the inability to use
the Site or any information or material appearing on it, or from
any action or decision taken as a result of using the Site or any
such information or material. This includes, but is not limited to,
the exclusion of any implied warranty that the information and
material it contains is lawful, accurate, complete, up-to-date,
suitable for any particular purpose or timely. We are confident in
the resilience of the Site, check its content and data for
integrity on a regular basis and are confident in its performance
but we cannot give any warranty or other assurance regarding the
information and materials available or the content, operation or
the functionality of the Site or that the Site will meet your
requirements or will be uninterrupted, secure or error or virus
free. We do not make any warranty or representation, whether
express or implied, in relation to the Site or as to results or the
accuracy of any information or material obtained by you through the
Site. All implied warranties or conditions of satisfactory quality,
fitness for purpose, completeness or accuracy are hereby excluded,
to the maximum extent permissible.
5.7 You agree that your only recovery for any damages that you
incur, and your exclusive remedy, shall be limited to a refund of
any subscription fee you have paid for the product in question in
the preceding 12 months.
5.8 We aim to provide a consistent and high level or service to
all our customers but please note any assistance provided to you by
us after an enquiry by you to our staff must be solely at your
risk.
5.9 We shall not be liable for any delay in or non-performance
of our obligations under this agreement to the extent that the
delay or non-performance is due to any cause beyond our reasonable
control including but not limited to the acts, defaults or
omissions of suppliers or subcontractors, failure of any
telecommunications or power network, war, undeclared hostilities
and terrorism, industrial action and acts of God.
5.10 Any suggestion that an offer from us is available on this
Site is an invitation to treat.
5.11 We encourage you to use discretion while browsing the
internet. Our Site contains links to external sites. Although we
check such links from time to time, we have no control over these
sites nor do we have any responsibility for them. We cannot
therefore be responsible for any content that some people may find
offensive or inappropriate or which is inaccurate, misleading or in
any other way unlawful. For the same reason, we cannot be
responsible for information, materials, products or services on or
available from external sites or any third parties you access
through the Site, nor for any damage, loss or offence caused, or
alleged to be caused, by or in connection with the use of or
reliance on any information, materials, content, advertising,
products or services available from such external sites or third
parties. Regardless of whether links are provided by us free of
charge for the information of users or for a fee from an advertiser
we do not endorse any third party or their product or service and
we are merely saying they might be worth you investigating further.
You acknowledge that any agreements entered into by you and any
third party as a result of or in connection with your or their use
of the Site are made at your and their sole risk and
responsibility. We do not vet other users of the Site and cannot
vouch for their character, solvency or suitability for your
purposes and accept no liability to you or them in connection with
any aspect of your arrangements, dealings or agreements with
them.
5.12 Any dealings between you and any third party accessed on or
via the Site, including payment for and delivery of information,
materials, products, services and any other terms, conditions,
warranties or representations, associated with such dealings, are
solely between you and the relevant third party. You agree not to
hold us liable for any loss or damage of any kind incurred as the
result of such dealings.
5.13 Your subscription is subject to contract which will be made
when we accept the offer made by you constituted by your order by
issuing an invoice.
General
6.1 Each provision of these Terms and Conditions shall be
construed as separately applying and surviving even if for any
reason one or other of those provisions is held to be inapplicable
or unenforceable in any circumstances.
6.2. No waiver by us shall be construed as a waiver of any
preceding or succeeding breach of any provision.
6.3 These Terms and Conditions constitute the entire agreement
between you and us with respect to their subject matter and exclude
any representations and warranties previously given or made other
than any negligent or fraudulent misrepresentation and may be
amended only by us on 30 days' written notice to you.
6.4 Nothing in these Terms and Conditions shall be construed as
creating any agency, partnership or any other form of joint
enterprise between you and us.
6.5 These Terms and Conditions are exclusively governed by and
construed in accordance with the laws of England and Wales whose
courts will have exclusive jurisdiction in any dispute, save that
we have the right at our sole discretion to commence and pursue
proceedings in alternative jurisdictions.
6.6 Either party may terminate this contract with one month's
notice, or summarily if the other party is in breach of this
contract. No refund is payable in the event of termination by you
for convenience.
6.7 No party to this contract may become bankrupt or enter into
receivership or liquidation.
6.8 This Site is published by Compliance Online Ltd, registered
in England and Wales, Registration number 04019062, VAT number
825329624, Registered Office: 145 London Road, Kingston upon Thames
KT2 6SR. You can email us at info@complianceonline.co.uk.
6.9 You represent to us that you have authority to accept this
contract.
6.10 This contract is only intended to benefit the parties and
is not enforceable pursuant to the Contracts (Rights of Third
Parties) Act 1999 by a third party.
6.11 This contract and the rest of your agreement (eg order
form) will be stored electronically and we conclude contracts in
English.
Payment
7.1 We will submit an invoice to you by post, fax or email to an
address provided by you, for your use of the facilities as set out
in your order form.
7.2 You will pay us the balance of any invoice received by you
within 14 days of the date of such invoice.
7.3 Payment may be by cheque BACS or credit card.
7.4 Prices are excluding VAT.
7.5 You have a 14-day money back guarantee as from your
subscription start date in your first subscription year for the
reference database. If you wish to cancel during that time please
let us know in writing and we will send a credit note.
7.6 Your subscription automatically renews annually until you
cancel in writing to expire on your subscription expiry date. We
will notify you in writing of the renewal fee at least 30 days in
advance of your subscription expiry date.
7.7 Multi-year subscriptions are only for the existing product
and its updates but not new products or add-ons to the existing
product and are price-protected so that if you pay for all years in
advance the price is the same for each year or if you pay in annual
instalments the price rises are capped at 10%pa.