Licence Agreement and Terms of Service

Licence Agreement and Terms of Service

MY COMPLIANCE MANAGEMENT LTD

TERMS AND CONDITIONS

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE PROCEEDING TO USE THIS SERVICE

BY USING THIS SERVICE (AS DEFINED BELOW) AS EITHER A CUSTOMER (AS DEFINED BELOW) OR AN AUTHORISED USER (AS DEFINED BELOW), YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS, THAT YOU UNDERSTAND THEM, AND THAT YOU AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS YOU MUST DECLINE TO USE THIS SERVICE.

We recommend that you print a copy of these Terms for future reference.

Agreed terms

Interpretation
1. 1 The definitions and rules of interpretation in this condition apply in these terms and conditions.

App: the My Compliance Management Application downloaded from the Google Play App store and the Apple App store.

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Service and the Documentation, as further described in condition 2.2(d).

Back-Up Policy: the policy of My Compliance Management which deals with the back-up of Customer Data, as updated by My Compliance Management from time to time.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in condition 11.1.

Customer: means the company or other person who has subscribed to use the Service.

Customer Data: the data inputted by the Customer, Authorised Users, or My Compliance Management on the Customer's behalf for the purpose of using the Service or facilitating the Customer's use of the Service.

Documentation: the document made available to the Customer by My Compliance Management online via https://my-compliance.co.uk/ or such other web address notified by My Compliance Management to the Customer from time to time which sets out a description of the Service and the user instructions for the Service.

Effective Date: the date the Customer or any Authorised User first accesses the Service.

Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Customer or an Authorised User (but not My Compliance Management) relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.

Initial Subscription Term: the initial term of the agreement between us, being a period of 12 months, which is subject to these terms and conditions. .

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Mandatory Policies: the Supplier's business policies which can be found at [https://my-compliance.co.uk/index/notice/privacy_service] as amended from time to time.

MY Compliance Management: MY Compliance Management Ltd is a company incorporated and registered in England and Wales with company number 04696219 whose registered office is at 6a Clarence Street, Chorley, England, PR7 2AT.

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

Renewal Period: the next period of one year in accordance with condition 14.1.

Service: the subscription service provided by My Compliance Management to the Customer in accordance with these terms and conditions via the Website or the App (as applicable) as more particularly described in the Documentation.

Software: the online software applications provided by My Compliance Management as part of the Service.

Subscription Fees: the subscription fees payable by the Customer to My Compliance Management for the User Subscriptions, as either set out on our Website or App or as agreed between us in writing (as applicable).

Subscription Term: has the meaning given in condition 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

Support Service Policy: My Compliance Management's policy for providing support in relation to the Service as made available at https://my-compliance.co.uk/ or such other website address as may be notified to the Customer from time to time.

User Subscriptions: the user subscriptions purchased by the Customer pursuant to condition 9.1 which entitles Authorised Users to access and use the Service and the Documentation in accordance with these terms and conditions.

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.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

Website: the website of MY Compliance Management to be found at https://my-compliance.co.uk/ or any other website notified to the Customer by My Compliance Management from time to time,

1.2 Condition headings shall not affect the interpretation of these terms and condition

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

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

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 Unless the context otherwise requires, 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 as at the date of these terms and conditions.

1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these terms and conditions under that statute or statutory provision.

1.9 A reference to writing or written excludes fax but not email.

1.10 References to conditions and schedules are to the conditions and schedules of these terms and conditions; references to paragraphs are to paragraphs of the relevant schedule to these terms and conditions.

2. User subscriptions

2.1 Subject to the Customer purchasing the User Subscriptions in accordance with condition 3.3 and condition 9.1, the restrictions set out in this condition 2 and the other terms and conditions, My Compliance Management hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to use the Service and permit the Authorised Users to use the Service and the Documentation during the Subscription Term solely for the Customer's internal business operations.

2.2In relation to the Authorised Users, the Customer undertakes to My Compliance Management that:

1. 1. the maximum number of Authorised Users that it authorises to access and use the Service and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
  2. 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 Service and/or Documentation;
  3. each Authorised User shall keep a secure password for their use of the Service and Documentation and that each Authorised User shall keep their password confidential;
  4. it shall maintain a written, up to date list of current Authorised Users and provide such list to My Compliance Management within 5 Business Days of My Compliance Management's written request at any time or times;
  5. it shall permit My Compliance Management or My Compliance Management's designated auditor to audit the Service in order to establish the name and password of each Authorised User and the Customer's data processing facilities to audit compliance with these terms and conditions. Each such audit may be conducted no more than once per quarter, at My Compliance Management's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
  6. if any of the audits referred to in condition 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to My Compliance Management's other rights, My Compliance Management shall promptly disable such passwords and My Compliance Management shall not issue any new passwords to any such individual; and
  7. if any of the audits referred to in condition 2.2(e) reveal that the Customer has underpaid Subscription Fees to My Compliance Management, then without prejudice to My Compliance Management's other rights, the Customer shall pay to My Compliance Management an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within 10 Business Days of the date of the relevant audit.

2.3 The Customer shall not and shall not permit any Authorised User to access, store, distribute or transmit any Viruses, or any material during the course of its use of the Service that:

1. 1. 1. 1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      2. facilitates illegal activity;
      3. depicts sexually explicit images;
      4. promotes unlawful violence;
      5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
      6. is otherwise illegal or causes damage or injury to any person or property;

and My Compliance Management reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this condition.

2.4 The Customer shall not and shall procure that no Authorised User:

1. 1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these terms and conditions:
    1. 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 Documentation (as applicable) in any form or media or by any means; or
    2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
  2. access all or any part of the Service and Documentation in order to build a product or service which competes with the Service and/or the Documentation; or
  3. use the Service and/or Documentation to provide a service to third parties; or
  4. subject to condition 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service and/or Documentation available to any third party except the Authorised Users, or
  5. attempt to obtain, or assist third parties in obtaining, access to the Service and/or Documentation, other than as provided under this condition 2; or
  6. introduce or permit the introduction of, any Virus or Vulnerability into My Compliance Management's network and information systems.

2.5 The Customer shall, and shall procure that the Authorised Users shall, use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify My Compliance Management.

2.6 The rights provided under this condition 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 condition 3.2 and condition 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 paragraph 1 of Schedule 1 and My Compliance Management shall grant access to the Service and the Documentation to such additional Authorised Users in accordance with the provisions of these terms and conditions.

3.2 If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify My Compliance Management in writing. My Compliance Management shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request. Where My Compliance Management approves the request, My Compliance Management shall activate the additional User Subscriptions.

3.3 If My Compliance Management approves the Customer's request to purchase additional User Subscriptions, the Customer shall pay My Compliance Management in respect of the same, within 30 days of the date of My Compliance Management's invoice. 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 from the date of activation by the Supplier for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

4. Service

4.1My Compliance Management shall, during the Subscription Term, provide the Service and make available the Documentation to the Customer and all Authorised Users on and subject to the terms of these terms and conditions.

4.2 My Compliance Management shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for periods during which maintenance of the Service and/or Software is being carried out in which case My Compliance Management will endeavour to give Customers prior notice.

4.3 My Compliance Management will, as part of the Service and at no additional cost to the Customer provide the Customer with My Compliance Management's standard customer support service during Normal Business Hours in accordance with My Compliance Management's Customer Support Policy https://my-compliance.co.uk/index/notice/support_policy in effect at the time that the Service are provided. My Compliance Management may amend the Support Service Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support service separately at My Compliance Management's then current rates.

5. Data protection

5.1 The terms and conditions set out in our Data Processing Agreement to be found at https://my-compliance.co.uk/index/notice/dpa shall form part of these terms and conditions.

6. Third party providers

The Customer acknowledges that the Service may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. My Compliance Management makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not My Compliance Management. My Compliance Management recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. My Compliance Management does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Service.

7. Supplier's obligations

7..1 My Compliance Management undertakes that the Service will be performed substantially in accordance with the Documentation and with reasonable skill and care.

7.2 The undertaking at condition 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Service contrary to My Compliance Management's instructions, or modification or alteration of the Service or underlying Software by any party other than My Compliance Management or My Compliance Management's duly authorised contractors or agents. If the Service does not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in condition 7.1.

7.3 My Compliance Management:

1. 1. does not warrant that:
    1. the Customer's use of the Service will be uninterrupted or error-free; or
    2. that the Service, Documentation and/or the information obtained by the Customer through the Service will meet the Customer's requirements; or
    3. the Software or the Service will be free from Vulnerabilities or Viruses; or
    4. the Software, Documentation or Service will comply with any Heightened Cybersecurity Requirements.
  2. 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 Service, Software and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities

7.4 This agreement shall not prevent My Compliance Management 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 these terms and conditions.

7.5 My Compliance Management warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these terms and conditions.

7.6 My Compliance Management shall follow its Back-Up Policy which is available from My Compliance Management upon request. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against My Compliance Management shall be for My Compliance Management to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by My Compliance Management in accordance with the archiving procedure described in its Back-Up Policy. My Compliance Management 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 My Compliance Management to perform service related to Customer Data maintenance and back-up for which it shall remain fully liable).

7.7 For the avoidance of doubt, My Compliance Management shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by the Customer deleting, inputting incorrectly, saving over, altering or compromising in any way its Customer Data and in such circumstances My Compliance Management shall have no responsibility for recovering any such Customer Data.

8. Customer's obligations

8.1 The Customer shall:

1. 1. provide My Compliance Management with:
    1. all necessary co-operation in relation to its use of the Service in accordance with these terms and conditions; and
    2. all necessary access to such information as may be required by My Compliance Management;

in order that My Compliance Management may provide the Service, including but not limited to Customer Data, security access information and configuration service;

1. 1. without affecting its other obligations under these terms and conditions, comply with all applicable laws and regulations with respect to its activities under these terms and conditions;
  2. carry out all other Customer responsibilities set out in these terms and conditions in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, My Compliance Management may adjust any agreed timetable or delivery schedule as reasonably necessary;
  3. ensure that the Authorised Users use the Service and the Documentation in accordance with the terms and conditions of these terms and conditions and shall be responsible for any Authorised User's breach of these terms and conditions;
  4. obtain and shall maintain all necessary licences, consents, and permissions necessary for My Compliance Management, its contractors and agents to perform their obligations under these terms and conditions, including without limitation the Service;
  5. ensure that its network and systems comply with the relevant specifications provided by My Compliance Management from time to time; and
  6. be, to the extent permitted by law and except as otherwise expressly provided in these terms and conditions, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to My Compliance Management'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.

8.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

9. Charges and payment

9.1 The Customer shall pay the Subscription Fees to My Compliance Management for the User Subscriptions in accordance with this condition 9 and any additional support fees in accordance with condition 4.3.

9.2 The Customer shall on the Effective Date provide to My Compliance Management valid, up-to-date and complete:

1. 1. bank details for the setting up of direct debit payments via Go Cardless; or
  2. credit or debit card details for use via Stripe the Customer hereby authorises My Compliance Management to bill such credit or debit card:

1. 1. 1. on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
    2. subject to condition 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, unless the Customer has opted to pay on a monthly basis, in which case payment shall be take monthly in advance;

c. its approved purchase order information or any other relevant valid, up-to-date and complete contact and billing details approved by My Compliance Management and My Compliance Management shall invoice the Customer:

1. 1. 1. on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
    2. subject to condition 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period unless the Customer has opted to pay on a monthly basis, in which case My Compliance Management shall invoice the Customer every month,

and the Customer shall pay each invoice within 30 days after the date of such invoice.

9.3 If My Compliance Management has not received payment within 30 days after its due date, and without prejudice to any other rights and remedies of My Compliance Management:

1. 1. My Compliance Management may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Service for the Customer and all Authorised Users and My Compliance Management shall be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid; and
  2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.4 All amounts and fees stated or referred to in these terms and conditions:

1. 1. 1. shall be payable in pounds sterling;
    2. are, subject to condition 13.3(b), non-cancellable and non-refundable;
    3. are exclusive of value added tax, which shall be added to My Compliance Management's invoice(s) at the appropriate rate.

9.5 If, at any time whilst using the Service, the Customer exceeds the amount of disk storage space specified in the Documentation, My Compliance Management shall charge the Customer, and the Customer shall pay, My Compliance Management's then current excess data storage fees. My Compliance Management's excess data storage fees current as at the Effective Date are to be found in our Frequently Asked Questions section (https://my-compliance.co.uk/news/read/83) as updated from time to time.

9.6 My Compliance Management shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to condition 3.3, and additional support fees payable pursuant to condition 4.3 and/or the excess storage fees payable pursuant to condition 9.5 at the start of each Renewal Period upon 30 days' prior notice to the Customer.

10. Proprietary rights

10.1 The Customer and all Authorised Users acknowledge and agree that My Compliance Management and/or its licensors own all intellectual property rights in the Service and the Documentation. Except as expressly stated herein, these terms and conditions does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Service or the Documentation.

10.2 My Compliance Management confirms that it has all the rights in relation to the Service and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these terms and conditions.

11. Confidentiality and compliance with policies

11.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives whether before or after the Effective Date in connection with the provision of the Service pursuant to these terms and conditions, including but not limited to:

1. 1. any information that would be regarded as confidential by a reasonable business person relating to:
    1. the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party; and
    2. the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;
  2. any information developed by the parties in the course of carrying out these terms and conditions and the parties agree that:
    1. details of the Service, and the results of any performance tests of the Service, shall constitute Confidential Information of My Compliance Management; and
    2. Customer Data shall constitute Customer Confidential Information.

Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

11.2 The provisions of this condition shall not apply to any Confidential Information that:

1. 1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this condition);
  2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
  3. was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
  4. the parties agree in writing is not confidential or may be disclosed; or
  5. is developed by or for the receiving party independently of the information disclosed by the disclosing party.

11.3 Each party shall keep the other party's Confidential Information secret and confidential and shall not:

1. 1. 1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with these terms and conditions (Permitted Purpose); or
    2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this condition 11.

11.4 A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

1. 1. 1. 1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
      2. at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this condition.

11.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.

11.6 A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.

11.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in these terms and conditions are granted to the other party, or to be implied from these terms and conditions.

11.8 On termination or expiry of these terms and conditions, each party shall:

1. 1. destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
  2. at the request of the other party, erase all that other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage service provided by third parties (to the extent technically and legally practicable); and
  3. certify in writing to the other party that it has complied with the requirements of this condition, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this condition shall continue to apply to any such documents and materials retained by a recipient party, subject to condition 14 (Term and Termination).

11.9 No party shall make, or permit any person to make, any public announcement concerning these terms and conditions without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

11.10 Except as expressly stated in these terms and conditions, no party makes any express or implied warranty or representation concerning its Confidential Information.

11.11 The above provisions of this condition 11 shall survive for a period of five years from termination or expiry of these terms and conditions.

11.12 In performing its obligations under these terms and conditions My Compliance Management confirms that it complies with its Mandatory Policies.

12. Indemnity

12.1 The Customer shall defend, indemnify and hold harmless My Compliance Management 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 Service, Software and/or Documentation, provided that:

1. 1. the Customer is given prompt notice of any such claim;
  2. My Compliance Management provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
  3. the Customer is given sole authority to defend or settle the claim.

12.2 My Compliance Management shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Service, Software or Documentation in accordance with these terms and conditions infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

1. 1. 1. My Compliance Management is given prompt notice of any such claim;
    2. the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to My Compliance Management in the defence and settlement of such claim, at My Compliance Management's expense; and
    3. My Compliance Management is given sole authority to defend or settle the claim.

12.3 In the defence or settlement of any claim, My Compliance Management may procure the right for the Customer to continue using the Service, replace or modify the Service so that it becomes non-infringing or, if such remedies are not reasonably available, terminate these terms and conditions on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

12.4 In no event shall My Compliance Management, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

1. 1. a modification of the Service, Software or Documentation by anyone other than My Compliance Management; or
  2. the Customer's use of the Service, Software or Documentation in a manner contrary to the instructions given to the Customer by My Compliance Management; or
  3. the Customer's use of the Service, Software or Documentation after notice of the alleged or actual infringement from My Compliance Management or any appropriate authority.

12.5 The foregoing and condition 13.3(b) state the Customer's sole and exclusive rights and remedies, and My Compliance Management's (including My Compliance Management's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

13. Limitation of liability

13.1 Except as expressly and specifically provided in these terms and conditions:

1. 1. the Customer assumes sole responsibility for results obtained from the use of the Service and the Documentation by the Customer, and for conclusions drawn from such use. My Compliance Management shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to My Compliance Management by the Customer in connection with the Service, or any actions taken by My Compliance Management at the Customer's direction;
  2. 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 these terms and conditions; and
  3. the Service and the Documentation are provided to the Customer on an "as is" basis.

13.2 Nothing in these terms and conditions excludes the liability of My Compliance Management:

1. 1. 1. for death or personal injury caused by My Compliance Management's negligence; or
    2. for fraud or fraudulent misrepresentation.

13.3 Subject to condition 13.1 and condition 13.2:

1. 1. 1. 1. My Compliance Management 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 the agreement governed by these terms and conditions; and
      2. My Compliance Management's total aggregate liability in contract (including in respect of the indemnity at condition 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Service governed by these terms and conditions shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

13.4 Nothing in these terms and conditions excludes the liability of the Customer for any breach, infringement or misappropriation of the Intellectual Property Rights licensed to the Customer by My Compliance Management pursuant to these terms and conditions. For the avoidance of doubt, where My Compliance Management has obtained written permission from the Customer to use the Customer’s logo for promotional purposes the Customer hereby licences My Compliance Management to use it as My Compliance Management sees fit for the duration of the agreement between them which is governed by these terms and conditions.

14. Term and termination

14.1 This agreement shall, unless otherwise terminated as provided in this condition 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, these terms and conditions shall be automatically renewed for successive Renewal Periods, unless:

1. 1. 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 these terms and conditions shall terminate upon the expiry of the applicable Initial Subscription Term or the relevant Renewal Period; or
  2. 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.

14.2 Without affecting any other right or remedy available to it, either party may terminate these terms and conditions with immediate effect by giving written notice to the other party if:

1. 1. the other party fails to pay any amount due under these terms and conditions on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
  2. the other party commits a material breach of any other term of these terms and conditions and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
  3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986 or (being a partnership) has any partner to whom any of the foregoing apply];
  4. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  5. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
  6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
  8. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
  9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
  10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
  11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 14.2(c) to condition 14.2(j) (inclusive);
  12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
  13. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the agreement which is governed by these terms and conditions is in jeopardy; or

14.3 On termination of these terms and conditions for any reason:

1. 1. 1. all licences granted under these terms and conditions shall immediately terminate and the Customer shall immediately cease all use of the Service and/or the Documentation;
    2. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
    3. My Compliance Management may destroy or otherwise dispose of any of the Customer Data in its possession unless My Compliance Management receives, no later than ten days after the effective date of the termination of the agreement governed by these terms and conditions, a written request for the delivery to the Customer of the Customer Data then held by My Compliance Management. My Compliance Management shall use reasonable commercial endeavours to deliver such Customer Date to the Customer by way of csv or pdf within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by My Compliance Management in returning or disposing of Customer Data; and
    4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

15. Force majeure

Neither party shall be in breach of the agreement governed by these terms and conditions nor liable for delay in performing, or failure to perform, any of its obligations under these terms and conditions if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate the agreement governed by these terms and conditions by giving 30 days' written notice to the affected party.

16. Variation

No variation of these terms and conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17. Waiver

17.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

17.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

18. Rights and remedies

Except as expressly provided in these terms and conditions, the rights and remedies provided under the agreement governed by these terms and conditions are in addition to, and not exclusive of, any rights or remedies provided by law.

19. Severance

19.1 If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms and conditions.

19.2 If any provision or part-provision of these terms and conditions is deemed deleted under condition 19.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

20. Entire agreement

20.1 These terms and conditions and the documents referred to in it constitute the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

20.2 Each party acknowledges that in entering into the agreement governed by these terms and conditions it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms and conditions.

20.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms and conditions.

20.4Nothing in this condition shall limit or exclude any liability for fraud.

21. Assignment

21.1 The Customer shall not, without the prior written consent of My Compliance Management, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the agreement governed by these terms and conditions.

21.2 My Compliance Management 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 the agreement governed by these terms and conditions.

22. No partnership or agency

Nothing in these terms and conditions 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).

23. Third party rights

These terms and conditions do not confer any rights on any person or party (other than the parties to the agreement governed by these terms and conditions and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

24. Notices

24.1 The Customer may contact My Compliance Management in writing at info@my-compliance.co.uk.

25. Governing law

This 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 interpreted in accordance with the law of England and Wales.

26. Jurisdiction

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 these terms and conditions or its subject matter or formation (including non-contractual disputes or claims).

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