Complete Compliance Terms and Conditions

Riliance Training Terms and Conditions

1. Definitions

Administration Site:- the web site (i) from which the Customer can access, manage and administer the Licensed Product; (ii) to which the Customer can upload the Permitted Customer Courses (if any) and (iii) from which the Customer can operate the Permitted Customer Courses (if any).

Agreement:- the agreement signed by the Customer for online training services setting out the Subscription and the Authorised User Limit together with these terms and conditions.

Associate:- any person with whom the Supplier has entered into a contractual arrangement in relation to, or any third party that permits the Supplier to use it's software and any other services for the provision of, the Services.

Authorised Users:- the Customer's partners (if the Customer is a partnership), members (if the Customer is a limited liability partnership), officers (if the Customer is a corporate body) and employees who are authorised to access and use the Licensed Product in accordance with the Agreement.

Authorised User Limit:- the maximum number of Authorised User licences purchased by the Customer as set out in the Agreement or as may be agreed from time to time in writing after the date of the Agreement.

Commencement Date:- the commencement date set out in the Agreement.

Confidential Information:- the Agreement and any information, however conveyed or presented that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of a party, together with all information derived by the other party from any such information and any other information clearly designated by a party as being confidential to it (whether or not it is marked “confidential”), or which ought reasonably be considered to be confidential.

Content:- all documents (including the Supplier Courses), text, information, data, software, executable code, access codes, images, audio or video material in whatever medium or form comprised in or used with the Licensed Product other than the Customer Content.

Contract Year:- the 12 month period from the Commencement Date and each succeeding 12-month period.

Customer:- the customer specified in the Agreement.

Customer Content:- all documents (including Permitted Customer Courses (if any)), text, information, data, images, audio or visual material in whatever medium or form inputted or uploaded to the Administration Site by the Customer, Authorised Users or the Supplier, on the Customer’s behalf, for the purpose of using the Services or facilitating the Customer’s use of the Services.

EULA:- the end user licence agreement entered into by Authorised Users as amended and updated by the Supplier from time to time (the EULA that applies at the Commencement Date is set out in the Appendix attached).

Initial Subscription Term:- the period of 12 months starting on and including the Commencement Date.

Intellectual Property Rights:- patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.

Licence:- the user subscription purchased by the Customer that entitles Authorised Users to access and use the Services, in accordance with the Agreement.

Licensed Product:- the learning management system and e-learning courses developed by the Supplier/and or any Associate of the supplier together with the right of access to and use of the Administration Site, the Content and the Supplier Courses which the Customer has subscribed to.    

Permitted Customer Courses:- any online training courses prepared by or on behalf of the Customer which the Supplier approves in writing.

Purpose:- the provision of (a) online compliance or other agreed training and (b) use of the Administration Site for the benefit of the Customer and Authorised Users.

Renewal Period:- the period described in clause 2.

Services:- the subscription service provided by the Supplier for compliance or other online training and use of the Administration Site such use to include the right of the Customer to upload and deliver Customer Content for the benefit of Authorised Users.

Subscription:- the subscription payable by the Customer as set out in the Agreement (as may be amended pursuant to clauses 5 and 9) for the Services and the benefit of the Licensed Product. 

Supplier:- Riliance Training Limited.

Supplier Courses:- the online training courses prepared by, or otherwise licensed to, the Supplier as referred to in the Agreement and any additional courses which the Customer may subscribe to in accordance with clause 5.

2. Commencement and Duration

The Agreement shall commence on the Commencement Date and will continue (subject to clause 12) for the Initial Subscription Term and thereafter shall be automatically renewed for successive periods of 12 months (each a Renewal Period) unless either party notifies the other of termination in writing at least 90 days before the end of the Initial Subscription Term or any Renewal Period in which case the Agreement shall terminate upon the expiry of the Initial Subscription Term or Renewal Period.

3. Services

On completion of the Agreement the Customer will be granted a personal, non-exclusive, non-transferable right to permit the Authorised Users to use the Services for the term of the Agreement solely for the Customer's internal business operations.

4. Authorised Users

4.1 The Customer undertakes that:

a. the maximum number of Authorised Users that it will authorise to access and use the Services shall not exceed the Authorised User Limit;

b. it will not allow or suffer any right to use the Licensed Product granted to an Authorised User pursuant to the Licence to be used by more than one Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Licensed Product;

c. it will only allow users of the Services to become Authorised Users if they accept the terms of the EULA and it will use all reasonable endeavours to procure that each Authorised User uses the Licensed Product only in accordance with the EULA; ;

d. it will use all reasonable endeavours to procure that each Authorised User shall keep a secure password for his use of the Licensed Product and that each Authorised User shall keep his password confidential; ;

e. it will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services; and;

f. it shall disable any Authorised User’s access to the Licensed Product promptly upon termination or suspension of such Authorised User’s employment or services contract with the Customer.;

4.2 If the Customer becomes aware that any Authorised User’s use of the Licensed Product is in breach of these terms and/or the EULA, the Customer shall immediately suspend the relevant Authorised User’s use of the Licensed Product.

4.3If the Customer fails to suspend an Authorised User’s use of the Licensed Product in accordance with clause 4.2, the Supplier may (but shall not be obliged to) disable the relevant Authorised User's access to the Licensed Product and the Customer’s account for so long as the relevant breach remains unremedied, without liability or prejudice to its other rights and without prior notice to the Customer or the relevant Authorised Users.

5. Increase in Authorised User Limit and additional Supplier Courses

5.1 Whilst the Agreement remains in force the Customer may request the Supplier to increase the Authorised User Limit and/or provide additional Supplier Courses.

5.2 On receipt of such request the Supplier will provide the Customer with an order form setting out the amended Subscription payable following the increase in the Authorised User Limit and/or provision for additional Supplier Courses.

5.3 On receipt of the signed order form referred to in clause 5.2 (“Completed Order Form”) the Supplier will as soon as reasonably practicable, increase the Authorised User Limit and (as the case may be) make available the additional Supplier Courses.

5.4 The amended Subscription (apportioned for the relevant Contract Year) will become payable with effect from the date specified in the Completed Order Form.

6. Supplier’s Obligations

6.1 Subject to compliance on the part of the Customer with the terms of the Agreement, the Supplier shall use all reasonable endeavours to:

a. provide, or procure the provision of, the Services to the Customer on the terms of the Agreement in all material respects and in a timely manner;

b. provide, or procure the provision of, such support to the Customer as is reasonably necessary to allow the Customer and the Authorised Users to use the Licensed Product for the Purpose;

c. update, or procure the updating of, the content of the Licensed Product as and when necessary within a reasonable timescale;

d. perform the Services with a level of care, skill and diligence in accordance with common practice in the relevant industry, profession or trade;

e. comply with all applicable laws and regulations, including those relating to anti-bribery, anti-corruption and data protection.

6.2 On and from the Commencement Date, the Supplier will provide the Customer, or procure that the Customer is provided, with access to the Administration Site and the relevant Supplier Courses for the benefit of the Customer and the Authorised Users.

6.3 The Supplier does not warrant that (a) the Customer's use of the Services will be uninterrupted or error-free and the Customer acknowledges that the Services may be interrupted by planned or unplanned maintenance; and (b) the Services, Licensed Product and/or the information obtained by the Customer through the Services will meet the Customer's requirements save to the extent that such requirements have been notified to the Supplier in writing.

6.4 The Supplier will not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Licensed Product may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.5 The Supplier shall not (i) save as is necessary for the provision of the Services download, store, reproduce, display, print, distribute, publish the Customer Content whether in whole or in part and in any manner, form or media without the prior written consent of the Customer and (ii) use the Customer Content in any manner which would be restricted by any copyright subsisting in it.

7. Customer’s Obligations

The Customer shall:

a. co-operate with the Supplier in all matters relating to the Services;

b. be responsible (at its own cost) for providing, configuring and maintaining in good working order the necessary equipment and computer networks in accordance with any technical specifications issued by the Supplier from time to time and published on the Administration Site for the supply of the Services, including but not limited to the necessary equipment required by the Customer to access and use the Administration Site and the equipment required by the Authorised Users to enable them to use the Licensed Product for the Purpose;

c. notify the Supplier as soon as it becomes aware of any unauthorised use of the Licensed Product by any person or any use of the Licensed Product by an Authorised User otherwise than in accordance with these terms and conditions and/or the EULA;

d. not (save as is necessary for the completion or use of the Licensed Product for the Purpose) download, store, reproduce, display, print, distribute, publish the Content whether in whole or part, and in any manner, form or media without the prior written consent of the Supplier;

e. through the Administration Site, be responsible for setting up each Authorised User with access to the Licensed Product. The Customer must ensure that each person having access to the Licensed Product is an Authorised User and uses the Licensed Product only in accordance with these terms and conditions;

f. not use any information provided by the Supplier or obtained by the Customer and Authorised Users through using the Services to create any software or product where the use is substantially similar to that of the Licensed Product;

g. not use any information relating to the Services or the Licensed Product in any manner which would be restricted by any copyright subsisting in it;

h. not use the Services to provide any similar or other services to third parties;

i. not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party unless authorised in writing to do so by the Supplier;

j. not do anything that may negatively impact upon the Administration Site or the Licensed Product or (unless permitted to do so in writing by the Supplier) attempt to duplicate, copy, adapt, distribute, market, lease, create, derivative works from or re-sell the Licensed Product;

k. not (unless authorised in writing by the supplier) access or use the Administration Site or the Licensed Product in order to build a training product or service which competes with that of the Supplier;

l. not attempt to reverse, de-compile, disassemble, reverse engineer or otherwise endeavour to reduce to human-perceivable form any of the Licensed Product (including any of the software (in or accessible through it) or to discover or disclose the source code, methods and concepts embodied in the Licensed Product (including any of the software in or accessible through it) except as may be allowed by any applicable law which is incapable of exclusion by these terms and conditions.

8. Joint Obligations

Each party (the “disclosing party”) shall treat the other party’s Confidential Information as confidential and shall not use, divulge, communicate or disclose the other party’s Confidential Information to any other person without the other party’s prior written consent, save that this obligation shall not apply where:-

a. such information was in the possession of the disclosing party, without obligation of confidentiality, prior to its disclosure;

b. such information was obtained from a third party without obligation of confidentiality;

c. such information was already in the public domain at the time of disclosure, otherwise than by reason of a breach of the Agreement;

d. such information was independently developed without access to the other party’s Confidential Information;

e. such information is disclosed to the disclosing party’s (or any Associate's) emembers and/or employees and/or professional advisers to the extent that the recipients agree to keep such information confidential to the extent that they would be required to do so if they were a party to the Agreement as the disclosing party;

f. disclosure is required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction, provided that where it is legally permissible to do so the disclosing party will notify the other party of such disclosure as soon as reasonably practicable.

9. Charges and Payments

9.1 In consideration for the provision of the Services the Customer shall pay to the Supplier the Subscription in accordance with the terms of the Agreement.

9.1 The Subscription for the Services shall be reviewed every two years, and any increase shall be effective on the anniversary of the relevant Commencement Date.

9.3 The Supplier reserves the right to increase the Subscription following any review but in any event such annual increase to the Subscription shall not be greater than 5% in any Contract Year.

9.4 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.

10. Intellectual Property Rights

10.1 The Customer acknowledges that all Intellectual Property Rights in connection with the Licensed Product and, subject to clause 10.4, in connection with the Services either belong to the Supplier or are used by the Supplier under licence granted by an Associate or other third party.

10.2 The Customer and its Authorised Users shall have no rights in or to the Licensed Product other than the right to use it in accordance with these terms and conditions.

10.3 The Customer will not itself, and will procure that no Authorised User will, claim any Intellectual Property Rights in the Licensed Product or subject to clause 10.4 the Services.

10.4 The Customer shall own all Intellectual Property Rights in and to all of the Customer Content and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Content.

10.5 The Supplier will not claim, and will procure that none of its employees or Associates claim, any Intellectual Property Rights in the Customer Content.

11. Data Protection

11.1 Expressions used in this clause shall be construed in accordance with the Data Protection Act 1998.

11.2The Supplier (as data processor) will:

a. process the personal data of which the Customer is the data controller only as necessary for the Purpose and as instructed from time to time by the Customer;

b. keep a record of any processing of personal data on behalf of the Customer;

c. comply with the Customer’s requests from time to time for dealing with personal data;

d. notify the Customer of any communication that it receives relating to the personal data;

e. notify the Customer of any loss of, or damage to, the personal data and take all steps reasonably available to it to restore such data;

f. not transfer any of the personal data outside the European Economic Area (“EEA”). This restriction does not prevent the Supplier/and or any Associate from accessing personal data from other locations outside the EEA for the purpose (and only for the purpose) of providing support, performing technical works or performing other types of services required under the Agreement PROVIDED THAT (i) such other locations are recognised by the European Commission as having adequate data protection provisions in place or (ii) standard EU data protection clauses are adopted.

g. not disclose any personal data otherwise as may be required for the Purpose.

11.3 Each party shall comply with its respective obligations under the Data Protection Act 1998 and, to the extent applicable, the General Data Protection Regulation (in each case, as amended or replaced from time to time).

11.4 The Customer shall ensure that it is entitled to transfer any personal data of which it is the data controller to the Supplier and/ or any Associate so that the Supplier and/ or any Associate may lawfully use, process and transfer the personal data in accordance with the Agreement on the Customer’s behalf, and without limitation shall:

a. notify its Authorised Users of the proposed access, monitoring, use and disclosure of personal data to the Supplier (and any Associate) to enable the Supplier is able to carry out its obligations under the Agreement; and

b. obtain and maintain its Authorised Users’ consent to such access, monitoring, use and disclosure.

12. Limitation of Liability

12.1 Save for any limitation of liabilities that may not be excluded by law, and save for liability for breach of any obligations relating to confidentiality, data protection or the protection of Intellectual Property Rights, the Supplier shall not be liable to the Customer, whether in contract, tort, for breach of statutory duty or otherwise arising under or in connection with the Agreement for loss of profits, loss of damage to goodwill, loss of use or corruption of software, data or information or any indirect or consequential loss.

12.2 The Supplier’s total liability to the Customer arising from any claim by the Customer, of whatsoever nature, shall be limited to the equivalent of the total sums paid by the Customer to the Supplier during the relevant period.

13. Termination

Without affecting any accrued or other right or remedy available to the Supplier or the Customer either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

a. the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

b. the other party commits a material breach of any other term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

c. the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement;

d. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts; or goes into administration or liquidation either compulsorily or voluntarily (save for the purposes of solvent reconstruction or amalgamation); or the other party (being an individual) is the subject of a bankruptcy petition or order; of if a receiver or administrative receiver is appointed in respect of the whole or any part of its assets; or if the other party makes an assignment for the benefit of or composition with its creditors generally; or if its ceases to trade; or threatens to do any of the aforementioned things; or if any analogous events occur with respect to the other party in any jurisdiction to which it is subject; or

e. A licence agreement under which an Associate allows the Supplier to supply the Licensed Product, or any part of it, to the Customer terminates or expires for any reason.

14. Force Majeure

Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this agreement by giving 1 month’s written notice to the affected party.

15. Notices

Any notice given under the Agreement shall be in writing and shall be deemed to have been received (a) if delivered by hand on the date of delivery; (b) if sent by pre-paid first class post or other next working day delivery service at 9.00 a.m. on the second day after posting or at the time recorded by the delivery service; or (c) if sent by fax at 9.00 a.m. on the next day after transmission.

16. Governing Law and Jurisdiction

16.1 The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales..

16.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

Appendix

End User – Terms & Conditions

Riliance Training Limited (“Riliance”) provides compliance and regulatory training (“Training Material”) for professional and other organisations via an online training platform (“Training Platform”). As an end user of the Training Platform you (“You” or “Your”) agree to the following terms and conditions:

  1. Whilst Riliance will take all reasonable measures to ensure that the content of the Training Material is accurate and up to date at the time of publication, Riliance does not warrant that such content is free from errors.
  2. Riliance does not warrant that any views expressed in the Training Material necessarily reflect the views of Riliance or any person responsible for preparing the Training Material.
  3. It is not intended that the content of the Training Material in any way constitutes legal advice and such content should not be relied on or otherwise acted upon without You first independently considering all appropriate legislation and case law and any guidance published by Your regulator or supervising body.
  4. Riliance has the right to disable Your use of the Training Platform where it (acting reasonably) considers there is good reason to do so.
  5. You are not allowed (save for downloading, printing and storing course review notes and training certificates) to download, store, reproduce, display, print, distribute, publish, dispose of, use, offer to sell, licence or transfer any of the Training Material whether in whole or in part, and in any manner, form or media.
  6. You are not allowed to do anything that may negatively impact upon the Training Platform or attempt to duplicate, copy, adapt, distribute, market, lease, create derivative works from or resell the Training Platform (including any software in or accessible through it).
  7. You are not allowed to access or use the Training Platform in order to build a product or service which competes with the Training Platform.
  8. You are not allowed to attempt to reverse compile, de-compile, disassemble, reverse engineer or otherwise endeavour to reduce to human-perceivable form any of the Training Platform (including any of the software in or accessible through it) or to discover or disclose the source code, methods and concepts embodied in the Training Platform (including any of the software in or accessible through it) except as may be allowed by any applicable law which is incapable of exclusion by these terms and conditions.
  9. For the purpose of the Data Protection Act 1998 You agree to Riliance (and any third party providing services for or on behalf of Riliance in relation to the Training Platform) processing Your personal data to the extent that such processing is necessary to ensure (a) the keeping, collection and maintaining of Your training records and (b) Your continuing use of the Training Platform. You acknowledge that Your personal data (to the extent mentioned in this clause) may be accessed from locations outside the European Economic Area if (i) such other locations are recognised by the European Commission as having adequate data protection provisions in place or (ii) standard European Union data protection clauses are adopted.
  10. You acknowledge and agree that you have no right, title or interest in the Intellectual Property Rights comprised in the content of the Training Material. For the purpose of this clause the words “Intellectual Property Rights” shall mean – all intellectual property rights wherever in the world arising, whether registered or unregistered including copyright, know-how, confidential information, trade secrets, business names and domain names, marks, patents, petty patents, utility models, design rights, semi-conductor typography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.
  11. Riliance may update these terms and conditions at any time by publishing a revised version on the Riliance web site. Riliance will do this at least 30 days before the relevant terms and conditions become effective. Your continued access or use of the Training Platform after the stated effective date will constitute your acceptance of the relevant terms and conditions.

Riliance Software Terms and Conditions

1. Definitions

Riliance (Version 3) is a subscription based service for the provision of an online risk and compliance management system.

These terms and conditions state the basis on which you can use our website, the services Riliance provides and our legal relationship.

You should read all of these terms and conditions before registering and subscribing for Riliance (Version 2).

This agreement is between Riliance Software Limited (registered number 06777866) whose registered office is at 6 Portal Business Park, Eaton Lane, Tarporley, Cheshire CW6 9DL (“Riliance”) and you, the business entity which on accepting this Agreement, will be registered to use the Riliance (Version 2) online risk and compliance management system (“Customer”).

Riliance may amend the terms of this agreement from time to time as set out in clause 16.

If you are a new customer to Riliance, you will be required to complete an order form before your subscription can be activated in accordance with the terms and conditions below.

If you are an existing customer of Riliance and are upgrading to Riliance (Version 2), you will be required to complete an upgrade form before your subscription can be activated in accordance with the terms and conditions below. By upgrading to Riliance (Version 2), you agree to be bound by the terms and conditions below in substitution of any other terms to which you may have been bound in relation to any previous versions of the Riliance online risk and compliance management system.

If you are an existing customer of Riliance (Version 2) and are renewing your existing subscription, you shall be bound by the terms and conditions below in substitution of any terms to which you have previously been bound.

Riliance is ISO 27001 accredited and complies with the internationally recognised best practice framework for information security management systems.

Agreed terms

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Additional Modules: any Modules which may be added to the Core Modules as part of the Services by the Customer on the order form, the upgrade form or from time to time pursuant to clause 8.8.

Authorised Users: those partners, members, employees and consultants of the Customer and the Customer Group who are authorised by the Customer to use the Services and Content, as further described in clause 2.3(d).

Business Day: any day which is not a Saturday, Sunday or public holiday in the UK.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.5.

Content: the material made available to the Customer by Riliance under the Subscribed Modules online via www.riliance.co.uk or such other web address notified by Riliance to the Customer from time to time.

Core Modules: the four Modules included in the Services from the Effective Date and as set out on the order form or upgrade form (as applicable).

Customer Data: the data inputted by the Customer, Authorised Users, or Riliance on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

Customer Group means the Customer and (a) any entity owned or controlled by the Customer which is notified to Riliance from time to time; and (b) any entity owned or controlled by an entity notified to Riliance under part (a) of this definition and for the purpose of this definition, “control” shall have such meaning as set out in clause 1124 of the Corporation Taxes Act 2010 (or as amended from time to time).

Effective Date: following the receipt by Riliance of a completed order form or upgrade form (as applicable) from the Customer, the earlier of:

  • (i) the date on which an e-mail is sent by Riliance to the Customer containing the access login codes permitting the Customer to gain access to the Services via www.riliance.co.uk or any other website notified to the Customer by Riliance and such e-mail shall be deemed delivered in accordance with clause 22.2; and
  • (ii) the date on which the Customer gains access to the Services via www.riliance.co.uk or any other website notified to the Customer by Riliance.

Initial Subscription Term: the period of 36 months commencing on and including the Effective Date.

Intellectual Property Rights: all patents, trade marks, service marks, designs, copyright, database rights, inventions, trade secrets and other confidential information, know-how, business names and all other intellectual property rights of a similar nature in any part of the world, whether registered, registrable or not and including all applications and the right to apply for any of the foregoing rights and the right to sue for past infringements of any of the foregoing rights.

Modules: the various sections of the Riliance online risk and compliance system as set out and more particularised in Schedule 2 together with any new sections of the system to be introduced by Riliance from time to time which may, subject to subscription pursuant to clause 8.8, form part of the Services.

Monthly Subscription Fees: the subscription fees payable by the Customer to Riliance each month for the User Subscriptions, as set out in clause 8.3.

Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.

Renewal Period: the period described in clause 13.1.

Services:

  • (i) the subscription services provided by Riliance to the Customer under this agreement via www.riliance.co.uk or any other website notified to the Customer by Riliance from time to time relating to the Subscribed Modules; and
  • (ii) the support services provided in relation to the Software by Riliance to the Customer.

as more particularly described in Schedule 1.

Software: the online software provided by Riliance as part of the Services.

Subscribed Modules: the Core Modules together with any Additional Modules of the Riliance online risk and compliance system as subscribed for by the Customer from time to time and which form part of the Services.

Subscription Term: has the meaning given in clause 13.1.

User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 8.1 which entitle Authorised Users to access and use the Services and the Content in accordance with this agreement.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 – Clause and paragraph headings shall not affect the interpretation of this agreement.

1.3 – A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

1.4 -A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 -Words in the singular shall include the plural and vice versa.

1.6 – A reference to one gender shall include a reference to the other genders.

1.7 -A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.8 – The Schedules shall form part of this agreement.

2 -User subscriptions

2.1 -The maximum number of User Subscriptions under this agreement shall be as stated on the order form or the upgrade form (as applicable) or as increased in accordance with clause 3.

2.2 – Subject to the Customer paying the Monthly Subscription Fees in accordance with clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, Riliance hereby grants to the Customer a non-exclusive, non-transferable licence to permit the Authorised Users to use the Services and the Content during the Subscription Term solely for the Customer’s internal business operations.

2.3 – In relation to the Authorised Users, the Customer undertakes that:

  • (a) the maximum number of Authorised Users that it authorises to access and use the Services and the Content shall not exceed the number of User Subscriptions it has purchased from time to time;
  • (b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Content;
  • (c) each Authorised User shall keep a secure password for his use of the Services and Content;
  • (d) it shall maintain a written, up to date list of current Authorised Users and provide such list to Riliance within 5 Business Days of Riliance’s written request at any time or times;
  • (e) it shall permit Riliance to audit the Services in order to establish the name and password of each Authorised User which shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business; and
  • (f) if any of the audits referred to in clause 2.3(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Riliance’s other rights, the Customer shall promptly disable such passwords and Riliance shall not issue any new passwords to any such individual.

2.4 – The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

  • (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  • (b) facilitates illegal activity;
  • (c) depicts sexually explicit images;
  • (d) promotes unlawful violence;
  • (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
  • (f) causes damage or injury to any person or property;

and Riliance reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

2.5 – The Customer, any member of the Customer Group or Authorised User shall not:

  • (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
    • (i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Content (as applicable) in any form or media or by any means; or
    • (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
  • (b) access all or any part of the Services and Content in order to build a product or service which competes with the Services and/or the Content; or
  • (c) subject to clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Content available to any third party except the Authorised Users, or
  • (d) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Content, other than as provided under this clause 2.

2.6 – The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Content and, in the event of any such unauthorised access or use, promptly notify Riliance.

3 – Additional user subscriptions

3.1 – Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number referred to in clause 2.1 and Riliance shall grant access to the Services and the Content to such additional Authorised Users in accordance with, and subject to, the provisions of this agreement.

3.2 – If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify Riliance in writing. Riliance shall evaluate such request for additional User Subscriptions and shall implement any changes to the User Subscriptions (subject to no objection by Riliance on commercial technical or regulatory grounds) as soon as reasonably practicable or at such time as agreed between the parties.

3.3- If Riliance implements the Customer’s request to purchase additional User Subscriptions, the Customer shall, within 30 days of the date of Riliance’s invoice, pay to Riliance the relevant fees for such additional User Subscriptions and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable) and shall be applied to the Monthly Subscription Fee which shall be deemed to have been amended accordingly.

4 – Services

4.1 – Riliance shall, during the Subscription Term, provide the Services and make available the Content to the Customer on and subject to the terms and conditions of this agreement.

4.2 – Riliance shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

  • (a) planned maintenance during Normal Business Hours; and
  • (b) unscheduled maintenance performed outside Normal Business Hours, provided that Riliance has used reasonable endeavours to give the Customer reasonable notice in advance when possible.

4.3 – Riliance will, as part of the Services and at no additional cost to the Customer, provide the Customer with online customer support services during Normal Business Hours subject to the request for support being submitted by e-mail to clientservices@riliance.co.uk

4.4 – Riliance offer no warranty as to the compatibility of the Software, Content and the Services with any legal jurisdiction outside of England & Wales.

5 – Customer data

5.1 – The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

5.2 – In the event of any loss or damage to Customer Data, Riliance shall use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Riliance. Riliance shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Riliance to perform services related to Customer Data maintenance and back-up).

5.3 – Riliance shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data available at www.riliance.co.uk/privacy-policy/ or such other website address as may be notified to the Customer from time to time, as such policy may be amended from time to time by Riliance in its sole discretion.

5.4 – If Riliance processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and Riliance shall be a data processor and in any such case:

  • (a) Riliance shall not transfer or permit any other party to transfer (other than the Customer and the Authorised Users) any personal data of the Customer to any location outside the EEA;
  • (b) Riliance shall have no liability to the Customer where personal data is transferred and/or stored outside the EEA through the Customer or any Authorised User using the Services from locations outside the EEA for which the Customer shall be solely responsible;
  • (c) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to Riliance so that Riliance may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer’s behalf;
  • (d) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
  • (e) Riliance shall process the personal data only in accordance with the provisions of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
  • (f) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

6 – Riliance’s obligations

6.1 – Riliance undertakes that the Services will be provided substantially with reasonable skill and care.

6.2 – The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Riliance’s lawful and reasonable instructions, or modification or alteration of the Services by any party other than Riliance or Riliance’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Riliance will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, Riliance:

  • (a) does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; nor that the Services, Content and/or the information obtained by the Customer through the Services will meet the customer’s requirements; and
  • (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Content may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

Notwithstanding the foregoing, Riliance warrants that during the Subscription Term there shall be no material reduction to the functionality of the Software as in existence on the Effective Date.

6.3 – The Services include the provision of suggested templates for correspondence and other communications. These are suggestions only and Riliance will not be liable for any inaccuracy and it is for the Customer to verify their suitability for their purpose.

6.4 – This agreement shall not prevent Riliance from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

6.5 – Riliance warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

6.6 – Riliance shall comply with all applicable laws and regulations with respect to its activities under this agreement.

7 – Customer’s obligations

The Customer shall:

  • (a) provide Riliance with:
    • (i) all reasonably necessary co-operation in relation to this agreement; and
    • (ii) all reasonably necessary access to such information as may be required by Riliance;
    • in order to render the Services, including but not limited to Customer Data, security access information and configuration services;
  • (b) comply with all applicable laws and regulations with respect to its activities under this agreement;
  • (c) ensure that the Authorised Users use the Services and the Content in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
  • (d) obtain and shall maintain all necessary software and IT licences, consents, and permissions necessary for the Customer to receive the Services and perform its obligations under this agreement;
  • (e) ensure that its internet, network and systems comply with any relevant minimum specifications provided by Riliance from time to time to ensure that Riliance can provide the Services in accordance with this agreement; and
  • (f) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Riliance’s data centres (via the internet), and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

8 – Charges and payment

8.1 – The Customer shall pay the Monthly Subscription Fees to Riliance (or its nominated agent) for the User Subscriptions in accordance with this clause 8.

8.2 – The Customer shall commence payment of the Monthly Subscription Fee on the Effective Date and thereafter on the same date each month (or no later than the next Business Day thereafter if such date falls on a non Business Day).

8.3 – The Monthly Subscription Fee for the Services shall be:

  • (i) the monthly amount as stated and agreed between Riliance and the Customer on the order form or upgrade form (as applicable) at the time of registration; or
  • (ii) in respect of each Renewal Period, the monthly amount notified by Riliance to the Customer pursuant to clause 8.7 below,

and in each case, together with any revisions to the monthly amount as may be implemented from time to time pursuant to clauses 3.3 and/or 8.8.

8.4 – The Monthly Subscription Fee shall be paid by the Customer to Riliance by monthly direct debit (or such other method of payment as may be agreed in writing between Riliance and the Customer) on the due dates set out in clause 8.2.

8.5 – If Riliance has not received payment within 20 days after any due date, and without prejudice to any other rights and remedies of Riliance:

  • (a) Riliance may, without liability to the Customer, disable the passwords of the Customer and each Authorised User, account and access to all or part of the Services and Riliance shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
  • (b) interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base lending rate of Riliance’s bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.

8.6 – All amounts and fees stated or referred to in this agreement:

  • (a) shall be payable in pounds sterling;
  • (b) are non-cancellable and non-refundable;
  • (c) are exclusive of value added tax, which shall be added to Riliance’s invoice(s) at the appropriate rate.

8.7 – Riliance shall be entitled to increase the Monthly Subscription Fees upon 90 days’ prior notice to the Customer at the start of each Renewal Period and the Monthly Subscription Fee pursuant to clause 8.3 above shall be deemed to have been amended accordingly.

8.8 – The Customer shall be entitled to add any Additional Modules at any time to form part of the Services by providing written notice to Riliance. Each Additional Module shall be charged at a price to be agreed between the parties and the Monthly Subscription Fee shall be adjusted accordingly from the date such Additional Modules are made available to the Customer for the remainder of the Subscription Term (unless otherwise increased at the start of each Renewal Period pursuant to clause 8.7).

9 – Proprietary rights

9.1 – The Customer acknowledges and agrees that Riliance and/or its licensors own all Intellectual Property Rights in the Services, Software and the Content. Except as expressly stated herein, this agreement does not grant the Customer, any member of the Customer Group or Authorised User any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other Intellectual Property Rights or licences in respect of the Services, Software or the Content.

9.2 – Riliance confirms that it has all the rights in relation to the Services, Software and the Content that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

9.3 – In the event that Riliance use any pre-existing Intellectual Property Rights in the provision of the Services, Software and the Content, Riliance shall grant to the Customer a non-exclusive, non-transferable licence to use such Intellectual Property Rights purely for the Customer’s internal business purposes in order to enjoy the benefit of the Service and Content. Except where Riliance have terminated this Agreement under clause 13.2 the licence granted in this clause shall enure beyond termination of this Agreement but may be terminated at any time by Riliance.

10 – Confidentiality

10.1 – Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:

  • (a) is or becomes publicly known other than through any act or omission of the receiving party;
  • (b) was in the other party’s lawful possession before the disclosure;
  • (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
  • (d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
  • (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

10.2 – 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 this agreement.

10.3 – Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

10.4 – Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

10.5 – The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Riliance’s Confidential Information.

10.6 – Riliance acknowledges that the Customer Data is the Confidential Information of the Customer.

10.7 Notwithstanding the foregoing, the Customer shall be entitled to disclose the existence of the agreement and the Customer’s use of the Services and the Content (and the results obtained) to any regulator (including the SRA), auditor or insurer.

10.8 – This clause 10 shall survive termination of this agreement, however arising.

11 – Indemnity

The Customer shall defend, indemnify and hold harmless Riliance against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services, Software and/or Content.

12 – Limitation of liability

12.1 – This clause 12 sets out the entire financial liability of Riliance (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

  • (a) any breach of this agreement;
  • (b) any use made by the Customer of the Services and Content or any part of them; and
  • (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

12.2 – Except as expressly and specifically provided in this agreement:

  • (a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Content by the Customer, and for conclusions drawn from such use. Riliance shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Riliance by the Customer in connection with the Services, or any actions taken by Riliance at the Customer’s direction;
  • (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
  • (c) the Services and the Content are provided to the Customer on an “as is” basis.

12.3 – Nothing in this agreement excludes the liability of Riliance:

  • (a) for death or personal injury caused by Riliance’s negligence; or
  • (b) for fraud or fraudulent misrepresentation.

12.4 – Subject to clause 12.2 and clause 12.3:

  • (a) Riliance shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
  • (b) Riliance’s 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 this agreement shall be limited to the total Subscription Fees paid by the Customer for the User Subscriptions during the months immediately preceding the date on which the claim arose.

13 – Term and termination

13.1 – This agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 36 months (each a Renewal Period), unless:

  • (a) either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
  • (b) otherwise terminated in accordance with the provisions of this agreement;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

13.2 – Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if:

  • (a) the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
  • (b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or
  • (c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
  • (d) a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or
  • (e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
  • (f) the other party ceases, or threatens to cease, to trade; or
  • (g) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

13.3 – On termination of this agreement for any reason:

  • (a) all licences granted under this agreement shall immediately terminate;
  • (b) each party shall return and make no further use of any equipment, property, Content and other items (and all copies of them) belonging to the other party;
  • (c) Riliance will make available the Customer Data for viewing and download/migration purposes only for a period of 6 months after which Riliance shall destroy or otherwise render all such Customer Data unreadable and, if requested by the Customer, certify the same to the Customer in writing; and
  • (d) 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, shall not be affected or prejudiced.

14 – Force majeure

Neither party shall have any liability to the other party under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the affected party or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the affected party notifies of such an event and its expected duration. The foregoing shall not apply to excuse the affected party from any payment obligation owed to the other party under or in relation to this agreement. In the event that the cause continues for more than 90 days, either party may terminate this agreement by giving the other party 30 days’ prior written notice.

15– Waiver

15.1 – A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

15.2 – Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

16 – Variation

16.1 – Riliance may revise the terms of this agreement from time to time in the following circumstances:

  • (a) changes in how Riliance accept payment from the Customer;
  • (b) changes in relevant laws and regulatory requirements; or
  • (c) for any other reason.

16.2 -Whenever Riliance revise the terms of this agreement in accordance with this clause 16, Riliance will keep the Customer informed and give the Customer notice of this by stating that the terms have been amended and the relevant date at the top of this page.

17 – Severance

17.1 – If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

17.2 – If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

18- Entire agreement

18.1 – This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

18.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.

19 – Assignment

19.1 – The Customer shall not, without the prior written consent of Riliance, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

19.2 – Riliance may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

20 -No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power)

21 – Third party rights

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

22 – Notices

22.1 – A notice given to a party under or in connection with this agreement shall be in writing and sent to the party at its address set out in this agreement or such other address as may have been notified in writing by that party for such purposes.

22.2 -The following table sets out methods by which a notice may be sent and, if sent by that method, the corresponding deemed delivery date and time:

Delivery Method Deemed Delivery Date and Time
Delivery by hand. At the time the notice is left at the address.
Pre-paid first class post or other next working day delivery service 9.00 am on the next Business Day after posting.
Pre-paid airmail 9.00 am on the fifth Business Day after posting.
Email Two hours after the notice was sent provided that the sender has not received any notification of non-delivery or delay in delivery from any intended recipient.

22.3 – For the purpose of clause 22.2 if deemed receipt occurs:

  • (a) before 9:00am on a Business Day, the notice shall be deemed to have been received at 9:00am on that day; or
  • (b) after 5:00pm on a Business Day or on a day that is not a Business Day, the notice shall be deemed to have been received at 9:00am on the next Business Day.

22.4 – In proving service of a notice, it shall be sufficient to prove that either:

  • (a) the envelope containing such notice was addressed to the address of the relevant party and delivered either:
    • (i) to that address; or
    • (ii) into the custody of the postal authorities as a pre-paid first-class letter or pre-paid airmail letter; or
  • (b) that the notice was sent by email to the email address of the relevant party.

23 – Governing law and jurisdiction

23.1 – This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.

23.2 – The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1

SERVICES

Riliance offers a modular cloud based risk and compliance software platform, made up of a number of distinct workflows. The system enables the recording, management and reporting of key compliance areas within a legal practice regulated by the Solicitors Regulation Authority.

A user subscription enables access to the Riliance software platform and specified modules, through an online portal found at https://login.riliance.co.uk/Login.aspx.

The Riliance portal is a web based risk and compliance application, hosted on a private cloud using the Microsoft technology stack. The application consists of a web based ASP.NET application supported by a Microsoft SQL server database.

In addition, Riliance provides the following support services:

  • • Riliance system webinars
  • • Riliance compliance webinars
  • • Riliance system documentation consisting of user & access rights map, staff training planner, staff communications templates, usage policy and compliance plan
  • • Compliance GAP analysis
  • • COLP/COFA Helpline
  • • Risk & Compliance Policies
  • • Staff compliance surveys

 

Riliance Consultancy Terms and Conditions

1. Compliance Support Services

1.1 We agree to supply Compliance Support Services (the “Services”) as you have requested on the completed order form and for which we have subsequently confirmed our acceptance to you in writing.

1. 2 The Services will be performed by us in a timely and professional manner, with reasonable care and skill and in compliance with relevant laws and regulations; however, time for performance of the Services will not be of the essence of our contract with you.

2. SUBSCRIPTION TERM

2.1 Subject to any earlier termination in accordance with these terms and conditions, the agreement to supply the Services shall commence on the date we confirm our written acceptance of your engagement letter.

2.2 The agreement shall continue for a period of 12 months (“Initial Subscription Term”) and, thereafter, shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless:

  • (i) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
  • (ii) otherwise terminated in accordance with the provisions of these terms and conditions, and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”.

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”.

3. FEES AND EXPENSES

3.1 In consideration of the Services being provided by us, you shall pay a monthly subscription fee which shall be either:

  • (i) the monthly amount as stated and agreed between both parties on the accepted engagement letter; or
  • (ii) in respect of each Renewal Period, the monthly amount as notified to you pursuant to clause 3.7 below; or
  • (iii) in respect of any upgrade of the chosen level of the Services to be provided, the monthly amount as agreed between both parties pursuant to clause 3.9 below.

3.2 You shall commence payment of the monthly subscription fee on the commencement date of this agreement and thereafter by direct debit on the same date each month (or no later than the next business day thereafter if such date falls on a non business day).

3.3 You shall continue to pay the monthly subscription fee unless or until the agreement is terminated in accordance with clause 4 below.

3.4 If we have not received payment within 20 days after any due date, and without prejudice to any other rights and remedies that we may have:

  • (i) we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
  • (ii) interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base lending rate of our bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.

3.5 In addition to the monthly subscription fee, we shall be entitled to charge you any expenses reasonably incurred by the individuals whom we engage in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses.

3.6 All amounts and fees stated or referred to in this agreement shall be payable in pounds sterling; are non-cancellable and non-refundable; and are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.

3.7 We shall be entitled to increase the monthly subscription fee upon 30 days’ prior notice to you at the start of each Renewal Period

3.8 You shall be entitled to upgrade the level of the Services being provided by us at any time during the Subscription Term for an additional fee to be agreed between both parties and the monthly subscription fee above shall be deemed to have been amended accordingly with effect from the next payment due date. In the event that the upgrade is implemented part way through a month, such fees shall be pro-rated for the remainder of the relevant month.

3.9 You shall pay all amounts due under this agreement in full without any set-off, counterclaim, deduction or withholding except as required by law. We may, without limiting our other rights or remedies, set off any amount owing to it by you against any amount payable by us to you.

4. TERMINATION

4.1 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if:

  • (a) the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
  • (b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or
  • (c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
  • (d) a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or
  • (e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
  • (f) the other party ceases, or threatens to cease, to trade; or
  • (g) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

4.2 Without limiting our other rights or remedies, we may terminate this agreement with immediate effect by giving written notice to you if you fail to pay any amount due under this agreement on the due date for payment.

4.3 Without limiting our other rights or remedies, we may suspend the supply of the Services under the agreement or any other contract between the us if you fail to pay any amount due under this agreement on the due date for payment, you become subject to any of the events listed in 4.1(b) to (g) above, or we reasonably believe that you are about to become subject to any of them.

4.4 On termination of the agreement for any reason:

  • (a) all licences granted under this agreement shall immediately terminate;
  • (b) you shall immediately pay us all of our outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has yet been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
  • (c) you shall return any materials belonging to us. If you fail to do so, then we may enter any of your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this agreement;
  • (d) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry (including any losses arising as a result of the agreement being terminated before expiry of the Subscription Term); and
  • (e) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

5. LIABILITY

5.1 You acknowledge and agree that our total liability to you arising under or in connection with the agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise shall be limited to an amount equal to the value of the Services being provided to you by us.

5.2 Nothing in this agreement seeks to exclude or limit our liability for death or personal injury caused by our negligence or for fraudulent misrepresentation.

5.3 You acknowledge and agree that the performance of the Services by us shall in no circumstances whatsoever (a) reduce or otherwise impact on your obligations to comply with all applicable laws, rules and regulations; and (b) grant any protection, defence or safeguard against your liability for any breach of any applicable laws, rules and regulations (including those of the Solicitors Regulation Authority).

5.4 You acknowledge and agree that you are solely responsible for managing your business, for taking all decisions in respect of risk or compliance and other operational matters and for using your judgement to consider whether or not to implement any recommendation or to follow any other advice we may give you in the course of providing the Services.

5.5 You acknowledge and agree that we do not offer legal or financial advice and that no part of the Services shall constitute legal or financial advice from us to you, and that you are responsible for seeking your own independent legal and financial advice on all matters relating to the Services as you may consider appropriate.

5.6 You acknowledge that we offer no warranty that the Services shall be compatible with any legal jurisdiction outside of England & Wales.

5.7 The Services include the provision of suggested templates for documents, correspondence and other communications. These are suggestions only and we will not be liable for any inaccuracy and it is for you to verify their suitability for their purpose.

6. CONFIDENTIAL INFORMATION

A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under this agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to this agreement. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 6 shall survive termination of this agreement.

7. PERSONNEL

7.1 We will allocate suitably qualified personnel for the performance of the Services. You and we acknowledge that such personnel will not become the employees of the Organisation.

7.2 We reserve the right to engage a suitably qualified consultant to perform the Services on our behalf at any time during the Subscription Term.

7.3 You will be expected to provide our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as reasonably required by us to provide the Services.

8. ORGANISATION PROPERTY

All documents, manuals, hardware or any other property provided for our use by the Organisation, and any data or documents (including copies) produced, maintained or stored on the Organisation’s computer systems or other electronic equipment (the “Materials”), remain the property of the Organisation and we agree, except to the extent that we require the retention of the Materials for internal audit or quality control purposes, that we will return all such property to you upon request. Any retention of the Materials by us shall be subject to confidentiality in accordance with the terms of this agreement.

9. INTELLECTUAL PROPERTY

9.1 The copyright and other intellectual property rights in all reports, materials, documents and data produced or provided by either party to the other in connection with this agreement shall at all times remain the property of the party producing or providing such reports, materials, documents and data.

9.2 We grant to you, a non-exclusive and royalty free licence to use the copyright and other intellectual property rights in all reports, materials, documents and data produced or provided by us solely for the internal purposes of the Organisation. These materials must not be copied, or made available to any other person other than your partners, employees, directors and professional advisers who reasonably need access to the same without our prior written consent.

9.3 You shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with any infringement of our intellectual property rights in the Services.

10. NOTICES

10.1 A notice given to a party under or in connection with this agreement shall be in writing and sent to the party at its address set out in this agreement, order form or such other address as may have been notified in writing by that party for such purposes.

10.2 The following table sets out methods by which a notice may be sent and, if sent by that method, the corresponding deemed delivery date and time:

Delivery Method Deemed Delivery Date and Time
Delivery by hand. At the time the notice is left at the address.
Pre-paid first class post or other next working day delivery service 9.00 am on the next Business Day after posting.
Pre-paid airmail. 9.00 am on the fifth Business Day after posting.
Email Two hours after the notice was sent provided that the sender has not received any notification of non-delivery or delay in delivery from any intended recipient.

10.3 For the purpose of clause 10.2, If deemed receipt occurs:

  • (i) before 9:00am on a Business Day, the notice shall be deemed to have been received at 9:00am on that day; or
  • (ii) after 5:00pm on a Business Day or on a day that is not a Business Day, the notice shall be deemed to have been received at 9:00am on the next Business Day.

10.4 In proving service of a notice, it shall be sufficient to prove that either:

  • (i) the envelope containing such notice was addressed to the address of the relevant party and delivered either:
    – to that address; or
    – into the custody of the postal authorities as a pre-paid first-class letter or pre-paid airmail letter; or
  • (ii) that the notice was sent by email to the email address of the relevant party.

10.5 For the purposes of this clause 10, “Business Day” means any day other any day which is not a Saturday, Sunday or public holiday in the UK.

11. MISCELLANEOUS

11.1 This agreement together with any documents referred to in it constitutes the entire agreement between you and us in relation to the supply of the Services. You agree that (other than contained in this agreement) no promise, statement, representation or warranty (whether in writing or not) has been made by us which has induced you to enter into this agreement.

11.2 Neither party shall have any liability to the other party under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the affected party or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the affected party notifies of such an event and its expected duration. The foregoing shall not apply to excuse the affected party from any payment obligation owed to the other party under or in relation to this agreement. In the event that the cause continues for more than 90 days, either party may terminate this Contract by giving the other party 30 days’ prior written notice.

11.3 You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

11.4 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

11.5 Nothing in the agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

11.6 A person who is not a party to the agreement shall not have any rights to enforce its terms.

11.7 If any provision or part-provision of the agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the agreement.

11.8 This agreement shall be governed by and interpreted in accordance with English law and the parties irrevocably agree to the exclusive jurisdiction of the English Courts.