Riliance Version 1 – Terms & Conditions applicable to subscriptions effective prior to 1 January 2014
Riliance 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, as by doing so you indicate your acceptance of this agreement. If you do not agree and accept these terms and conditions please do not proceed to register and subscribe for our services or continue to use the website.
This agreement is between Riliance Software Limited (registered number 06777866) whose registered office is at 2 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 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 and these were most recently updated on 28th July 2012.
The terms of this agreement do not replace the terms and conditions and hosted service licence agreement for existing customers whose effective dates are prior to 28th July 2012.
Riliance Version 1: Agreed Terms
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and Content, as further described in clause 2.2(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 online via www.riliance.co.uk or such other web address notified by Riliance to the Customer from time to time.
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.
Effective Date: the date of this agreement.
Initial Subscription Term: the period of 12 months commencing on and including the Effective Date unless otherwise stated on the purchase order form at the time of registration.
Monthly Subscription Fees: the subscription fees payable by the Customer to Riliance each month for the User Subscriptions, as set out in clause 8.4.
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: 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 provision of the Riliance online risk and compliance management system.
Software: the online software provided by Riliance as 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.
2. User subscriptions
2.1 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.
2.2 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 2.2(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.
2.3 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.
2.4 The Customer 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; and
2.5 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.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer
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 set out in the purchase order and Riliance shall grant access to the Services and the Content to such additional Authorised Users in accordance with 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 respond to the Customer with approval or disapproval of the request.
3.3 If Riliance approves 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.
4.1 Riliance shall, during the Subscription Term, provide the Services and make available the Content to the Customer on and subject to the terms 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 email@example.com.
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, the Customer’s sole and exclusive remedy shall be for Riliance to 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).
5.4 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) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and Riliance’s other obligations under this agreement;
- (b) 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;
- (c) 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;
- (d) Riliance shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
- (e) 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 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.
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.
7. Customer’s obligations
The Customer shall:
(a) provide Riliance with:
- (i) all necessary co-operation in relation to this agreement; and
- (ii) all 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 licences, consents, and permissions necessary for Riliance, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(e) ensure that its network and systems comply with the relevant specifications provided by Riliance from time to time; and
(f) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Riliance’s data centres, 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 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 Customer shall continue to pay the Monthly Subscription Fee unless or until the agreement is terminated in accordance with clause 13.
8.4 The Monthly Subscription Fee for the Services shall be:
- (i) £150 per month; or
- (ii) the monthly amount as stated and agreed between Riliance and the Customer on the purchase order form at the time of registration; or
- (iii) in respect of each Renewal Period, the monthly amount notified by Riliance to the Customer pursuant to clause 8.8 below.
8.5 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.
8.6 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.
8.7 All amounts and fees stated or referred to in this agreement:
- (a) shall be payable in pounds sterling;
- (b) are, subject to clause 12.4(b), 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.
8.8 Riliance shall be entitled to increase the Monthly Subscription Fees upon 60 days’ prior notice to the Customer at the start of each Renewal Period and the Monthly Subscription Fee pursuant to clause 8.4 above shall be deemed to have been amended accordingly.
9. Proprietary rights
9.1 The Customer acknowledges and agrees that Riliance and/or its licensors own all intellectual property rights in the Services and the Content. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Content.
9.2 Riliance confirms that it has all the rights in relation to the Services 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.
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 This clause 10 shall survive termination of this agreement, however arising.
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 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 12 months (each a Renewal Period), unless:
- (a) 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 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 purposes only for a period of 6 months after which Riliance may destroy or otherwise dispose of any of the Customer Data in its possession; 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
Riliance shall have no liability to the Customer 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 Riliance 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 Customer is notified of such an event and its expected duration.
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.
16.1 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.
17.1 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.
19.1 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.
22.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes.
22.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
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).