Compliance Services (Now Riliance Assist) Terms & Conditions Applicable to Subscriptions Effective from 1 January 2014 to 11th February (Inclusive)

Riliance Software Limited Compliance Services Terms & Conditions

As an additional service to the provision of its online risk and compliance management system, Riliance provides a subscription based risk and compliance service which includes compliance training, guidance, policy templates and on-site consultancy (“Compliance Services”).

These terms and conditions state the basis on which the Compliance Services will be provided to you and which you agree to be bound by and are supplemental to the terms and conditions which apply to the online risk and compliance management system

TERMS & CONDITIONS FOR RILIANCE V2

You should read all of these terms and conditions before subscribing for the Compliance Services.

This agreement is entered into between Riliance Software Limited (registered number 06777866) whose registered office is at 6 Portal Business Park, Eaton Lane, Tarporley, Cheshire CW6 9DL (“Riliance” “we” “us” “our”) and you, the business entity which on accepting these terms and conditions, will be entitled to receive the Compliance Services from Riliance (the “Organisation” “you”, “your”).

You will be required to complete an order form (in the form as annexed to these terms and conditions) before your subscription can be activated in accordance with the terms of this agreement.

1. COMPLIANCE SERVICES

1.1 We agree to supply such of the Compliance 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 Compliance 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 Compliance 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 Compliance Service shall commence on the date we confirm our written acceptance of your order form. 2.2 The agreement shall continue for a period of 36 months (“Initial Subscription Term”) and, thereafter, shall be automatically renewed for successive periods of 36 months (each a “Renewal Period”), unless:

  • i) 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 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”.

3. FEES AND EXPENSES

3.1 In consideration of the Compliance Services to be 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 order form; 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 Compliance 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:

we shall be under no obligation to provide any or all of the Compliance Services while the invoice(s) concerned remain unpaid; and

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 Compliance 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 90 days’ prior notice to you at the start of each Renewal Period

3.8 You shall be entitled to upgrade the level of Compliance Services to be 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) 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 Compliance 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 Compliance 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 Compliance 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 Compliance 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 Compliance Services.

5.5 You acknowledge and agree that we do not offer legal or financial advice and that no part of the Compliance 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 Compliance Services as you may consider appropriate.

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

5.7 The Compliance 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 Compliance 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 Compliance 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 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 Compliance 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

  • (ii) into the custody of the postal authorities as a pre-paid first-class letter or pre-paid airmail letter; or

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 Compliance 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.