1 ABOUT OUR TERMS
1.2 You should read these Terms carefully before using the Website.
1.4 If you do not agree with or accept any of these Terms, you should stop using the Website immediately. By accessing or using the Website or otherwise indicating your consent, you agree to be bound by these Terms and the policies referred to in them.
1.5 The Website is operated by Complitech Limited, a company incorporated in England and Wales under company number 12251959 with its registered office at Canterbury Court, 1-3 Brixton Road, Kennington Business Park, London SW9 6DE.
1.6 References in these Terms to “you” or “your” means the person accessing the Website and its content.
2.1 In these Terms, the following definition shall have the following meanings:
2.1.1 – “Agreement” means the contract formed between you and us pursuant to clause 3, incorporating these Terms;
2.1.2 – “Authorised Users” means any person (up to a maximum of three (3) persons) in the business unit or units that we have agreed with you is or are to benefit from the subscription;
2.1.3 – “Confidential Information” www.complitech.com means all knowledge, information or materials of whatever nature and in whatever form (whether oral or written) relating to the disclosing party or the business carried on by any of them from time to time and made available or provided by or on behalf of the disclosing party to the receiving party or otherwise received by the receiving party before, on and/or after the date of the Order Form and all analyses and other documents prepared by or for the receiving party which contain or otherwise reflect any such knowledge, information or materials;
2.1.4 – “Fair Usage Policy” means the policy set out at Schedule 1 of these Terms;
2.1.5 – “Hosting Services” means the services we provide to allow you to access and use interactive services on our Website, such as the compliance GAP analysis tool;
2.1.6 – “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
2.1.7 – “Know-how” means know-how provided by us to you on the Website or generated by your use of the Website;
2.1.8 – “Login Credentials” shall have the meaning given to it at clause 6.3;
2.1.9 – “Order Form” means the order form signed by you setting out the Subscription Package, the Subscription Fee and the Subscription Period;
2.1.10 – “Services” means the Hosting Services and the provision of the Know-How, as the context requires;
2.1.11 – “Software” means the software provided by us or by our suppliers which enables you to use the Services;
2.1.12 – “Subscriber” means the company specified in the Order Form and its Authorised Users;
2.1.13 – “Subscriber Data” means the data input by you (and anyone authorised by you) for use in conjunction with the Know-how;
2.1.14 – “Subscription Fee” means the subscription fee for the Services, as specified in the Order Form and as may increased in accordance with these Terms;
2.1.15 – “Subscription Package” means the package selected by you on the Order Form, being either: (i) the “Basic Package”; or (ii) the “Pro Package”; or (iii) the “Premium Package”;
2.1.16 – “Subscription Period” shall have the meaning given to it at clause 4.1 and the Initial Subscription Period (as defined at clause 4.1) shall be as specified in the Order Form;
2.1.17 – “Standard Rates” means those rates set out in the Order Form which shall (subject to clause 5.2) automatically apply on expiry of the Initial Subscription Period;
2.1.18 – “Terms” shall have the meaning given to it at clause 1.1;
2.1.19 – “Us”, “We” or “Our” means Complitech Limited, a company incorporated in England and Wales under company number 12251959 with its registered office at Canterbury Court, 1-3 Brixton Road, Kennington Business Park, London SW9 6DE;
2.1.20 – “Website” shall have the meaning given to it at clause 1.1; and
2.1.21 – “You” or “Your” means any person accessing the Website.
3 OUR CONTRACT WITH YOU
3.1 – Submission of an Order Form by you constitutes an offer by you to purchase the Subscription Package selected on the Order Form and in accordance with the terms set out therein.
3.2 – On receipt of the completed Order Form, we may (in our sole discretion) send you an email with confirmation of your order and any such email shall constitute our acceptance of your offer.
3.3 – Once the offer has been accepted by us, the contract will be deemed to be formed on the commencement date specified in the Order Form.
4.1 – The Subscription Period is for the minimum period of twelve (12) months or as otherwise specified in the Order Form (the “Initial Subscription Period”) and shall automatically continue for successive periods equal to the Initial Subscription Period (each a “Renewal Period”). The Initial Subscription Period and any Renewal Period shall together constitute the “Subscription Period”.
4.2 – You may terminate the Agreement by serving not less than thirty (30) days’ written notice, such notice to expire at the end of the Subscription Period during which the termination notice is served.
5 PRICE AND PAYMENT
5.1 – The Subscription Fee is payable annually in advance and is due within thirty (30) days of commencement of the relevant Subscription Period.
5.2 – You hereby agree and acknowledge that the Subscription Fee in respect of the Initial Subscription Period is at a discounted introductory rate. In the event that the Subscription Period automatically renews, then the Subscription Fee for the subsequent Renewal Period shall be at the Standard Rates. Notwithstanding the foregoing, we reserve the right to increase the Standard Rates by providing you with written notice of such increase prior to the commencement of any Renewal Period.
5.3 – You may pay the Subscription Fee by wire transfer or by any other form of payment acceptable to us. You will not be provided access to the Services until we have received the Subscription Fee in cleared funds.
5.4 – We reserve the right to suspend your access to the Services where we have not received payment of the applicable Subscription Fee.
5.5 – We reserve the right to charge interest on any overdue sums from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at four per cent (4%) above the Bank of England’s base rate from time to time.
5.6 – In the event that we are unable to continue providing access to the Website and Services without any fault on your part, we agree that (on request) we shall issue a refund for a pro-rated amount of the Subscription Fee paid in advance for the unexpired residue of the subsisting Subscription Period. Any such refund shall be processed within ninety (90) days of request and shall be your sole and exclusive remedy for any such event.
6 USING THE WEBSITE
6.1 – Subject to compliance with these Terms, we hereby grant the Authorised Users of the Subscriber a non-exclusive, non-transferable, non-sub-licensable right to use the Website and the Services throughout the Subscription Period (the “Licence”).
6.2 – The Licence is for a maximum of three (3) Authorised Users but, on request, we may (in our sole discretion) extend the Licence for additional Authorised Users. We reserve the right to charge additional sums for any such additional Authorised Users.
6.3 – Each Authorised User will be provided with a username and password (“Login Credentials”) to enable Authorised Users to access the Services according the relevant Subscription Package set out in the Order Form.
6.4 – You agree that:
6.4.1 – you are solely responsible for all costs and expenses you may incur in relation to your use of the Website;
6.4.2 – you shall keep your Login Credentials confidential and secure;
6.4.3 – you shall not knowingly permit any persons other than the Authorised Users access to the Services;
6.4.4 – you shall notify us immediately if you become aware that the Login Credentials have been known to any individuals who are not authorised to use the Services.
6.5 You acknowledge and agree that you shall:
6.5.1 – at all times comply with the Fair Usage Policy and any other guidelines, instructions or policies governing your use of the Services, as may be published on this Website or notified to you from time to time;
6.5.2 – not use the information made available on the Website or derived from the Services otherwise than in accordance with these Terms;
6.5.3 – not share, sub-licence, rent, lease, transfer or assign to any person any rights in the Know-how including but not limited to copyright, trademark and any other Intellectual Property Rights;
6.5.4 – not allow any person to whom the Login Credentials have been assigned to access or use the Services.
6.6 – Each Authorised User may use the Licence only for the following purposes:
6.6.1 – display the Know-how electronically on a single computer;
6.6.2 – (subject at all times to paragraph 2.1.1 and 2.1.2 of the Fair Usage Policy) download and store one copy of the Know-how on a single computer for internal business purposes only.
6.7 – We may (in our absolute discretion) prevent or suspend your access to the Website if you do not comply with any part of these Terms or any terms or policies to which they refer or any applicable law.
6.8 – At our sole expenses and on reasonable prior notice, we reserve the right to audit your use of the Services at any time to ensure compliance with these Terms. If any such audit reveals any breach of these Terms, then we may indefinitely disable your Login Credentials and/or require payment by you equivalent to the amount of benefit received by you as a result of such breach. The aforementioned actions shall be without prejudice to any other rights or remedies that we may have as a result of any breach of these Terms.
6.9 – We seek to make the Website as accessible as possible. If you have any difficulties using the Website please contact us via complitech.com/contact/
7 YOUR PRIVACY AND PERSONAL INFORMATION
8 OWNERSHIP, USE AND INTELLECTUAL PROPERTY RIGHTS
8.1 – You acknowledge and agree that we and our licensors own all Intellectual Property Rights in the Software, the Know-how and the Services. Except as expressly stated in these Terms, your use of the Website and Subscription Package does not grant you any rights to, or in, any Intellectual Property Rights in respect of the Software, Know-how, Services or any related documentation, including materials generated by you as a result of your use of the Know-how.
8.2 – Nothing in these Terms grants you any legal rights in the Website other than as necessary to enable you to access the Website. You agree not to adjust to try to circumvent or delete any notices contained on the Website (including any intellectual property notices) and in particular in any digital rights or other security technology embedded or contained within the Website.
8.3 – “Complitech” and the Complitech logo and any other of our product or service names, logos or slogans are Complitech’s trademarks in the United Kingdom and in other countries, and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Website are the property of their respective owners and may not be used without permission of the applicable trademark holder. Reference to any products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
9 ACCURACY OF INFORMATION
9.1 – We are a provider of compliance know-how and resources. We do not accept any responsibility for any action taken by you as a result of information provided by us. The Know-how is general and educational in nature and may not reflect all recent regulatory and legal developments and may not apply to the facts and circumstances of any regulatory requirements specific to each Subscriber. You should take specific advice when dealing with specific situations. Nothing in the Services nor any receipt or such Services shall be construed or relied on as providing any legal representation, advice or opinion whatsoever on behalf of us or our editorial staff. Accordingly, we give no warranty or assurance and we declare and you acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law.
9.2 – In order to ensure that the Know-how is current, we may update any information on the Website from time to time without providing any notice to you. Therefore, it is your responsibility to ensure that any information that you have previously obtained from the Services has not been superseded.
9.3 – You assume sole responsibility for results obtained from the use of the Services and for conclusions drawn from such use.
10 AVAILABILITY OF THE WEBSITE
10.1 – While we try to make sure that the Website is available for your use, we do not promise that the Website is available at all times nor do we promise the uninterrupted use by you of the Website.
10.2 – We make no representations that the Website will be available on all computer systems or browsers and it is your responsibility for ensuring that your computer system meets all technical specifications necessary to use the Services.
11 HYPERLINKS AND THIRD-PARTY SITES
11.1 – The Website may contain hyperlinks or references to third party websites other than the Website. Any such hyperlinks or references are provided for your convenience only. We have no control over third-party websites and accept no legal responsibility for any content, material or information contained in them.
11.2 – The display of any hyperlink and reference to any third-party website does not mean that we endorse that third-party’s website, products or services.
11.3 – Your use of a third-party website may be governed by the terms and conditions of that third-party website.
11.4 – We will not be a party to any transaction or contract with a third party that you may enter into via any third party websites that you are directed to via this Website. We will not be liable to you in respect of any loss or damage which you may suffer by using those websites, goods or services provided by third-parties and you agree that you will not involve us in any dispute with any such third-parties
12 ERRORS AND VIRUSES
12.1 – We do not guarantee that our Website will be secure or free from bugs or viruses.
12.2 – You are responsible for configuring your information technology, computer programmes and platform to access our Website. You should use your own virus protection software.
12.3 – You must not misuse our Website 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 our Website, the server on which our Website is stored or any server, computer or database connected to our Website. You must not attack our Website 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 by disclosing your identity to them. In the event of such a breach, your right to use our Website will cease immediately.
13 UPLOADING CONTENT TO OUR WEBSITE
13.1 – This Website may include information and materials uploaded by other users of the Website. This information and these materials have not been verified or approved by us. The views expressed by other users on our Website do not represent our views or values.
13.2 – Whenever you make use of a feature that allows you to upload content to our Website, or to make contact with other users of our Website, you must comply with the content standards.
13.3 – You warrant that any such contribution does comply with those standards, and you will be liable to us and 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.
13.4 – Any content you upload to our Website will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our Website a limited licence to use, store and copy that content and to distribute and make it available to third parties.
13.5 – We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Website constitutes a violation of their intellectual property rights, or of their right to privacy.
13.6 – We have the right to remove any posting you make on our Website if, in our opinion, your post does not comply with the content standards.
13.7 – You are solely responsible for securing and backing up your content.
14 CONFIDENTIAL INFORMATION
14.1 – Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party’s Confidential Information shall not be deemed to include information that:
14.1.1 – is or becomes publicly known other than through any act or omission of the receiving party; or
14.1.2 – was in the other party’s lawful possession before the disclosure; or
14.1.3 – is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
14.1.4 – is independently developed by the receiving party, which independent development can be shown by written evidence; or
14.1.5 – is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
14.2 – Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the Agreement.
14.3 – Each party shall use its reasonable endeavours to ensure that the other party’s Confidential Information to which it has access is not disclosed or distributed in violation of the terms of the Agreement.
14.4 – Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
14.5 – You acknowledge that our Confidential Information includes the Software and the Subscription Fee.
14.6 – We acknowledge that the Subscriber Data is your Confidential Information.
14.7 – This clause shall survive termination of this agreement, however arising.
15 LIMITATION ON OUR LIABILITY
15.1 – Nothing in this Agreement excludes either party’s liability:
15.1.1 – for death or personal injury caused by our negligence; or
15.1.2 – for fraud or fraudulent misrepresentation.
15.2 – We shall not be liable for any of the following:
15.2.1 – loss of profits;
15.2.2 – loss of business or contract;
15.2.3 – loss of use;
15.2.4 – loss of anticipated saving;
15.2.5 – harm to reputation or depletion of goodwill or similar losses;
15.2.6 – pure economic loss, or
15.2.7 – any special, indirect or consequential loss costs, damages, charges or expenses however arising.
15.3 – Subject to clauses 15.1 and 15.2 our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the Subscription Fee paid for the Services during the twelve (12) months preceding the date on which the claim arose. You hereby acknowledge that this limitation is reasonable.
You agree, at your sole expense, to defend, indemnify and hold us, our service providers and consultants, and our and their respective directors, employees and agents, harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements) caused by, arising out of, resulting from, attributable to or in any way incidental to: (i) your use of the Website and/or any content belonging to or licensed to us; (ii) your violation of these Terms or the rights of any third-party; or (iii) any content you post, upload, use, distribute, store or otherwise transmit on or through the Website.
17 SUSPENSION AND TERMINATION
17.1 – We may suspend or terminate operation of the Website at any time if we reasonably believe that:
17.1.1 – there has been any material breach by you or anyone using your Login Credentials of these Terms (including the Fair Usage Policy); or
17.1.2 – there has been any fraudulent use, misuse, or abuse of any of the features and functionality of any part of the Website and/or the Services; or
17.1.3 – you that you have provided any false, inaccurate or misleading information.
17.2 – On termination of the Agreement for any reason:
17.2.1 – all Licences granted under this Agreement shall immediately terminate;
17.2.2 – you will take reasonable steps to delete the Software and the Know-how from your electronic media, including your intranet and electronic storage devices so that you no longer have an electronically functional copy of the Software or any part of the Know-how.;
17.2.3 – we may destroy or otherwise dispose of any of the Subscriber Data in our possession; and
17.2.4 – 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.
18 EVENTS BEYOND OUR CONTROL
We shall have no liability to you if we are prevented, hindered or delayed in or from performing any of our obligations by any event or circumstance beyond our reasonable control including, but not limited to, (i) acts of God, flood, drought, earthquake or other natural disaster; (ii) strikes, lock-outs or other industrial disputes; (iii) breakdown of systems or network access; (iv) epidemics or pandemics; (v) fire, explosion or accident; or (vi) interruption or failure of utility service.
19 RIGHTS OF THIRD PARTIES
19.1 – No one other than a party to the Agreement has any right to enforce any of these Terms.
19.2 – The rights provided under the Agreement are granted to you only, and shall not without our prior written consent be considered granted to any subsidiary or holding company. You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under the Agreement.
20.1 – These Terms are was published on 20 March 2020 and last updated on 20 March 2020.
20.2 – No changes to these Terms are valid or have any effect unless agreed by us in writing. We reserve the right to vary these Terms from time to time. Our updated terms will be displayed on the Website and by continuing to use and access the Website following such changes, you agree to be bound by any variation made by us. It is your responsibility to check these Terms from time to time to verify such variations.
21 ENTIRE AGREEMENT
21.1 – These Terms and any documents expressly referred to herein shall constitute the entire agreement between you and us in respect of your use of the Website and the Services.
21.2 – Except as expressly set out in these Terms, you acknowledge that in entering into the Agreement, you have not relied upon any warranty, undertaking, promise or representation made or implied from anything communicated between you and us.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Enforcement of the Terms is solely in our discretion and our failure to enforce a provision in some instances does not constitute a waiver of our right to enforce such provision in other instances.
24 DISPUTES AND APPLICABLE LAW
24.1 – We will try to resolve any disputes with you quickly and efficiently.
24.2 – If you are unhappy with us please contact us as soon as possible.
24.3 – These Terms, their subject matter and their formation, are governed by English law. You and we both agree that the Courts of England and Wales shall have exclusive jurisdiction.
SCHEDULE 1: FAIR USAGE POLICY
1 About this policy
1.1 – Together with the Terms, this fair usage policy (the “Policy”) governs how you may access and use the Services.
1.2 – You should read this Policy carefully before using the Services.
1.3 – By accessing or using the Services, you agree to be bound by this Policy, which supplements the Website.
1.4 – If you have any questions about this Policy, please contact us.
2 Unacceptable use
2.1 – As a condition of your use of the Services, you agree not to use the Services:
2.1.1 – in any way that is commercially prejudicial to us;
2.1.2 – to create a database or any other collection or record in electronic or hard copy, by systematically downloading and storing any or all of the Know-how;
2.1.3 – to download and/or store all of the Know-how in anything other than its original form or for any reason other than as permitted by the Licence;
2.1.4 – to create derivative works based on the Know-how;
2.1.5 – to make any representations to any regulatory body as evidence of your compliance with any applicable laws or regulations;
2.1.6 – for any purpose that is unlawful under any applicable law or prohibited by this Policy or the Terms;
2.1.7 – to commit any act of fraud;
2.1.8 – to distribute viruses or malware or other similar harmful software code;
2.1.9 – for purposes of promoting unsolicited advertising or sending spam;
2.1.10 – to simulate communications from us or another service or entity in order to collect identity information, authentication credentials, or other information (‘phishing’);
2.1.11 – in any manner that disrupts the operation of the Website or our business or the website or business of any other entity;
2.1.12 – in any manner that harms minors;
2.1.13 – to promote any unlawful activity;
2.1.14 – to represent or suggest that we endorse any other business, product or service unless we have separately agreed to do so in writing;
2.1.15 – to gain unauthorised access to or use of computers, data, systems, accounts or networks.
2.2 – In addition to the prohibited uses specified at paragraph 2.1 of this Policy, you agree that you will not:
2.2.1 – scrape or extract data from the Website, or otherwise to “crawl” or “spider” any portion of the Website;
2.2.2 – post any communication that you falsely attribute to having come from us.
3 Linking and framing
3.1 – You may create a link to the Website from another website without our prior written consent provided no such link:
3.1.1 – creates a frame or any other browser or border environment around the content of the Website;
3.1.2 – implies that we endorse your products or services or any of the products or services of, or available through, the website on which you place a link to the Website;
3.1.3 – displays any of the trade marks or logos used on the Website without our permission or that of the owner of such trade marks or logos; or
3.1.4 – is placed on a website that itself breaches this Policy.
3.2 – We reserve the right to require you to immediately remove any link to the Website at any time, and you shall immediately comply with any request by us to remove any such link.
4 Using our name and logo
You may not use our trade marks, logos or trade names except in accordance with this Policy and the Terms.
We shall apply the terms of this Policy in our absolute discretion. In the event of your breach of this Policy we may terminate or suspend your use of the Services or take any action we consider necessary to remedy the breach.