1.1   We set out here the Terms and Conditions under which you may use the website at www.complianceonline.co.uk ("Site"), which is a UK 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.

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 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 facilities. Subscription is separate for each product and this agreement applies to all products. The reference database is subject to an annual fee and elearning is subject to a one-off fee and an additional agreement with a third party.

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 and we will have the same rights and duties as if you were a subscriber other than the duty to pay for a subscription.

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, are our 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.

 

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.

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.

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. These Terms and Conditions are amended by the agreement in your Terms with our suppliers to the extent that your Terms are more onerous for you or our Terms and Conditions are more onerous for us, if agreeing to your Terms is a condition of agreeing to our Terms and Conditions as is the case with our elearning product which is powered by a third party.

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: Woodside House, Woodside Road, Windsor SL4 2DX. 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.

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.