WE COMPLY LIMITED - Product Licence terms and conditions

AGREED TERMS

1. Interpretation

• Definitions:

Activation Confirmation: an email from the Supplier to the Customer that confirms that the Customer’s access to the Products has been activated.

Customer: the person or firm who places an order to Licence the Product from the Supplier under these Terms.

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

Licence: the non-exclusive licence granted to the Customer in accordance with these Terms to use the Products.

Licence Period: the term of the Licence, as set out at clause 4.1.

Maintenance Release: release of the Products that corrects faults, adds functionality or otherwise amends or upgrades the Products, but which does not constitute a New Version.

New Version: any new version of the Products which from time to time is publicly marketed and offered for purchase by the Supplier in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product.

Products: the products (or any part of them) provided by the Supplier, as specified in the order.

Subscription Fees: the fee paid by the Customer for the Licence, as set out at clause 8.1.

Supplier: WE COMPLY LIMITED (company number 09829015), a company registered in England and Wales and whose registered office is at Green Triangle Compliance Systems Ltd C/o Williamston House, 7 Goat Street, Haverfordwest, Dyfed, Wales, SA61 1PX.

Terms: the terms and conditions set out in this document as amended from time to time in accordance with clause 20.1.

Website: the Supplier’s website(s), namely www.we-comply.com and/or www.we-comply.co.uk

• Interpretation:
  • A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  • A reference to a party includes its personal representatives, successors and permitted assigns.
  • A reference to a statute or statutory provision is a reference to it as amended or reenacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
  • Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  • A reference to writing or written includes email.

2. Terms

• These Terms apply to any order placed by the Customer and supply of the Licence to the Customer to use the Products. No other terms are implied by trade, custom, practice or course of dealing.
• The Licence is the entire agreement between the Customer and the Supplier in relation to its subject matter. The Customer acknowledges that it has not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms.
• The Customer should print a copy of these Terms or save them to its computer for future reference.

3. Placing an order and its acceptance

When ordering on-line via the Website

• Placing an order. The Customer shall follow the onscreen prompts to place an order. Each order is an offer by the Customer to licence the Products subject to these Terms.
• Correcting input errors. The order process allows the Customer to check and amend any errors before submitting an order to the Supplier. The Customer must check the order carefully before confirming it. The Customer is responsible for ensuring that the order is complete and accurate.
• Acknowledging receipt of an order. After the Customer places an order, the Customer will receive an email from the Supplier acknowledging that the Supplier has received it, but please note that this does not mean that the order has been accepted. The Supplier’s acceptance of an order will take place as described in clause 4.
• Accepting an order. The Supplier will confirm its acceptance to the Customer by sending the Customer an Activation Confirmation. The contract to licence the Products between the Customer and the Supplier will only be formed when the Supplier sends the Customer the Activation Confirmation. The Activation Confirmation will also contain guidance and information on how to access the Products. Please note, the Activation Confirmation will not be sent until full payment of the Subscription Fees is received in cleared funds by the Supplier (please see clause 9).
• If the Supplier cannot accept an order. If the Supplier is unable to licence the Products to the Customer for any reason, the Supplier will inform the Customer of this by email and the Supplier will not process the order. The Supplier will use its reasonable endeavours to aim to do this within 48 hours of the Customer placing the order, however time is not of the essence. If the Customer has already paid the Subscription Fees, the Supplier will refund the Customer the full amount paid when placing the order.

When ordering by other means (for example by email)

• Placing an order. The Customer shall contact the Supplier by email to discuss the placement of the order and obtain a quotation from the Supplier. The Customer's order to licence the Products shall be as set out in the Customer's purchase order form or the Customer's written acceptance of the Supplier's quotation, as the case may be. Each order is an offer by the Customer to licence the Products subject to these Terms. The Customer is responsible for ensuring that the order is complete and accurate.
• Acknowledging receipt of an order. After the Customer places an order, the Customer will receive an email from the Supplier acknowledging that the Supplier has received it, but please note that this does not mean that the Customer’s order has been accepted. The Supplier’s acceptance of an order will take place as described in clause 8.
• Accepting an order. The Supplier will confirm its acceptance to the Customer by sending the Customer an Activation Confirmation. The contract to licence the Products between the Customer and the Supplier will only be formed when the Supplier sends the Customer the Activation Confirmation. The Activation Confirmation will also contain guidance and information on how to access the Products. Please note, the Activation Confirmation will not be sent until full payment of the Subscription Fees is received in cleared funds by the Supplier (please see clause 9).
• If the Supplier cannot accept an order. If the Supplier is unable to licence the Products to the Customer for any reason, the Supplier will inform the Customer of this by email and the Supplier will not process the order. The Supplier will use its reasonable endeavours to aim to do this within 48 hours of the Customer placing the order, however time is not of the essence. If the Customer has already paid the Subscription Fees, the Supplier will refund the Customer the full amount paid when placing the order.

4. Licence

• In consideration of the Subscription Fees paid by the Customer to the Supplier, the Supplier grants to the Customer a non-exclusive licence for a term of 12 months from the date the Activation Confirmation is sent to the Customer (Licence Period), following which the Licence shall automatically terminate (please see clause 16 for details on how to renew the Licence).
• In relation to scope of use of the Products:
  • for the purposes of clause 1, use of the Products shall be restricted to use for the purposes of the Customer’s business only (which shall not include allowing the use of the Products by, or for the benefit of, any person other than an employee of the Customer).
  • the Customer may not use the Products other than as specified in clause 1 and clause 4.2(a) without the prior written consent of the Supplier, and the Customer acknowledges that additional fees may be payable on any change of use approved by the Supplier.
  • the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Products in whole or in part.
• The Customer may not use any information provided by the Supplier to create any product whose expression is substantially similar to that of the Products nor use such information in any manner which would be restricted by any copyright subsisting in it.
• The Customer shall not:
  • sub-license, assign, novate or transfer the benefit or burden of this Licence in whole or in part;
  • allow the Products to become the subject of any charge, lien or encumbrance; and
  • deal in any other manner with any or all of its rights and obligations under these Terms,

without the prior written consent of the Supplier.

• The Supplier may at any time sub-license, assign, novate, transfer, charge or deal in any other manner with any or all of its rights and obligations under these Terms.
• The Customer shall:
  • notify the Supplier as soon as it becomes aware of any unauthorized use of the Products by any person;
  • pay, for broadening the scope of the Licence granted under these Terms to cover the unauthorized use, an amount equal to the fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced.
• The Customer shall permit the Supplier to inspect and have access to any premises (and to the computer equipment located there) at or on which the Products are being kept or used, and have access to any records kept in connection with this Licence, for the purposes of ensuring that the Customer is complying with these Terms, provided that the Supplier provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times.

5. Maintenance releases

The Supplier will provide the Customer with all Maintenance Releases generally made available to its customers. The Supplier warrants that no Maintenance Release will adversely affect the then existing facilities or functions of the Products.

6. Products

• The images and descriptions of the Products on our Website are for illustrative purposes only. Although the Supplier has made every effort to accurately show and describe the Products, Supplier cannot guarantee that the Products are exactly as described or seen and the Products may vary slightly from those images and descriptions.
• We reserve the right to amend the specification of the Products if required by any applicable statutory or regulatory requirement.

7. Delivery, risk and title

• We estimate that Supplier will deliver the Products to the Customer within 48 hours of the date that the Products are ordered. Delivery occurs when access to the Products is granted and the Activation Confirmation sent to the Customer.
• Delivery is complete once the Activation Confirmation has been sent to the Customer and the Products will be at the Customer’s risk from that time. Please note, the Activation Confirmation will not be sent (and therefore access to the Products will not be granted) until full payment of the Subscription Fees is received in cleared funds by the Supplier (please see clause 9).
• Title and ownership of the Products shall at all times remain with the Supplier.

8. Price of products

• The prices of the Products will be as quoted on our Website at the time the Customer submits its order (Subscription Fees). The Customer shall pay the Subscription Fees to licence the Products for the Licence Period.
• The Supplier uses its best efforts to ensure that the Subscription Fees are correct at the time when the relevant information was entered onto the system. However, clause 5 shall apply if the Supplier discovers an error in the Subscription Fees relating to the Products the Customer has ordered.
• Subscription Fees may change from time to time, but changes will not affect any order the Customer has already placed.
• All sums payable under this Licence are exclusive of VAT or any relevant local sales taxes, for which the Customer shall be responsible.
• If the Supplier discover an error in the Subscription Fees relating to the Products the Customer has ordered, the Supplier will contact the Customer to inform the Customer of this error and the Supplier will give the Customer the option of continuing to licence the Products at the correct subscription fees or cancelling the Customer’s order. The Supplier will not process the Customer’s order until the Supplier has the Customer’s instructions. If the Supplier is unable to contact the Customer using the contact details the Customer provided during the order process, the Supplier will treat the order as cancelled and notify the Customer in writing. If the Supplier mistakenly accepts and processes the Customer’s order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, the Supplier may terminate this Licence and refund the Customer any sums the Customer has paid.

9. How to pay

When ordering on-line via the Website

• The Customer shall pay the applicable Subscription Fees by either debit card or credit card or by using PayPal.
• The Supplier will:
  • charge the Customer’s debit card or credit card; or
  • process the payment via PayPal,

at the time the order is placed by the Customer.

When ordering by other means (for example by email)

• The Supplier may invoice the Customer for the applicable Subscription Fees on or at any time after the order is received by the Supplier.
• The Customer shall pay each invoice submitted by the Supplier:
  • within 30 days of the date of the invoice; and
  • in full and in cleared funds to a bank account nominated in writing by the Supplier.

10. Defects with the Products

• The Customer shall notify the Supplier in writing of any defect or fault in the Products in consequence of which it fails to conform in all material respects to its specification or description.
• Where the Supplier is of the view that there is a defect or fault in the Products, and such defect or fault does not result from the Customer or anyone acting with the authority of the Customer having amended the Products or used it outside the terms of this Licence for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other product not provided by the Supplier, the Supplier shall use its reasonable endeavours to issue a Maintenance Release to address any such defect or fault in the Products.
• The Customer shall provide all the information that may be necessary to assist the Supplier in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable the Supplier to re-create the defect or fault.
• The Supplier does not warrant that the use of the Products will be uninterrupted or error-free.
• The Customer accepts responsibility for the selection of the Products to achieve its intended results and acknowledges that the Products has not been developed to meet the individual requirements of the Customer.
• All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

11. Limits of liability: The Customer’s attention is particularly drawn to this clause

• References to liability in this clause 11 include every kind of liability arising under or in connection with the Licence including but not limited to liability in licence, tort (including negligence), misrepresentation, restitution or otherwise.
• The Supplier only supplies the Products for internal use by the Customer’s business, and the Customer shall not use the Products for any resale purposes.
• Nothing in these Terms limits or excludes the Supplier’s liability for:
  • death or personal injury caused by our negligence;
  • fraud or fraudulent misrepresentation;
  • breach of the terms implied by section 12 of the Sale of Products Act 1979 (title and quiet possession); or
  • any other liability that cannot be limited or excluded by law.
• Subject to clause 3, the Supplier will under no circumstances be liable to the Customer for:
  • any loss of profits, sales, business, or revenue;
  • loss or corruption of data, information or software;
  • loss of business opportunity;
  • loss of anticipated savings;
  • loss of goodwill; or
  • any indirect or consequential loss.
• Subject to clause 3, the Supplier’s total liability to the Customer for all losses arising under or in connection with this Licence will in no circumstances exceed the Subscription Fees paid in any 12 month period.
• Except as expressly stated in these Terms, the Supplier does not give any representations, warranties or undertakings in relation to the Products or any information or guidance provided by the Supplier in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, the Supplier will not be responsible for ensuring that the Products are suitable for the Customer’s purposes.
• Any information or guidance provided by the Supplier in relation to the Products is not intended to constitute specific compliance, governance, legal or other professional advice, and the Supplier does not guarantee or provide any warranty that any such information or guidance is correct or complete. The Supplier does not accept any responsibility or liability whatsoever for any loss, damage or otherwise which may arise from the reliance on any information or guidance provided by the Supplier in relation to the Products, or which may arise as a result of the Customer’s use of the Products.
• Where the Website or the Products contain links to other sites and resources provided by third parties, these links are provided for the Customer’s information only. Such links should not be interpreted as approval by the Supplier of those linked websites or information the Customer may obtain from them. The Supplier has no control over the contents of those sites or resources and the Supplier does not accept any responsibility or liability whatsoever for any loss, damage or otherwise which may arise from the reliance on such sites and/or resources.
• This document contains public sector information licensed under the Open Government Licence v3.0.

12. Intellectual Property

• The Customer acknowledges that all Intellectual Property Rights in the Products and any Maintenance Releases belong and shall belong to the Supplier or the relevant third-party owners (as the case may be), and the Customer shall have no rights in or to the Products other than the right to use it in accordance with the terms of this Licence.
• The Supplier undertakes at its own expense to defend the Customer or, at its option, settle any claim or action brought against the Customer alleging that the possession or use of the Products (or any part thereof) in accordance with the terms of this Licence infringes the UK Intellectual Property Rights of a third party (Claim) and shall be responsible for any reasonable losses, damages, costs (including reasonable legal fees) and expenses incurred by or awarded against the Customer as a result of or in connection with any such Claim. For the avoidance of doubt, clause 2 shall not apply where the Claim in question is attributable to possession or use of the Products (or any part thereof) by the Customer other than in accordance with the terms of this Licence.
• If any third party makes a Claim, or notifies an intention to make a Claim against the Customer, the Supplier's obligations under clause 2 are conditional on the Customer:
  • as soon as reasonably practicable, giving written notice of the Claim to the Supplier, specifying the nature of the Claim in reasonable detail;
  • not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Supplier;
  • giving the Supplier and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer, so as to enable the Supplier and its professional advisers to examine them and to take copies (at the Supplier's expense) for the purpose of assessing the Claim; and
  • taking such action as the Supplier may reasonably request to avoid, dispute, compromise or defend the Claim.
• If any Claim is made, or in the Supplier's reasonable opinion is likely to be made, against the Customer, the Supplier may at its sole option and expense:
  • procure for the Customer the right to continue to use the Products (or any part thereof) in accordance with the terms of this Licence;
  • modify the Products so that it ceases to be infringing;
  • replace the Products with non-infringing products; or
  • terminate this Licence immediately by notice in writing to the Customer and refund any part of the Subscription Fees paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer's use of the Products to the date of termination).
• This clause 12 constitutes the Customer's exclusive remedy and the Supplier's only liability in respect of Claims and, for the avoidance of doubt, is subject to clause 11.

13. Termination

• Without limiting any of our other rights, the Supplier may suspend the supply or delivery of the licence of the Products to the Customer, or terminate the Licence with immediate effect by giving written notice to the Customer if:
  • the Customer fails to pay any amount due under these Terms on the due date for payment;
  • the Customer commits a material breach of any term of the Licence and (if such a breach is remediable) fails to remedy that breach within 7 days of the Customer being notified in writing to do so;
  • the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  • the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
  • the Customer’s financial position deteriorates to such an extent that in the Supplier’s reasonable opinion the Customer’s capability to adequately fulfil the Customer’s obligations under the Licence has been placed in jeopardy; or
  • there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).
• Any provision of the Licence that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
• Termination or expiry of this Licence shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Licence which existed at or before the date of termination or expiry.

14. Consequences of termination

• On termination for any reason:
  • all rights granted to the Customer under this Licence shall immediately cease;
  • access to the Products shall immediately cease;
  • the Customer shall cease all activities authorised by this Licence;
  • the Customer shall immediately pay to the Supplier any sums due to the Supplier under this Licence; and
  • the Customer shall immediately destroy or return to the Supplier (at the Supplier's option) all copies of the Products then in its possession, custody or control and, in the case of destruction, certify to the Supplier that it has done so.
• Within 30 days following any such termination, the Customer may request in writing to the Supplier for the Supplier to provide the Customer with copies of any documentation that may have been uploaded by the Customer into the Products. The Supplier may comply with any such request at its absolute discretion.

15. Changes to the Product ordered

• At anytime during the Licence Period, the Customer may submit a request to the Supplier to upgrade the Product ordered. Any such request may be accepted or rejected by the Supplier at the Supplier’s absolute discretion. In the event that the request is accepted by the Supplier, the Customer must pay any additional Subscription Fees (as specified by the Supplier) which applies to the upgraded Products to cover the remainder of the Licence Period. Access to the upgraded Products will not be granted until full payment of any additional Subscription Fees is received in cleared funds by the Supplier.
• For the avoidance of doubt, at no point during the Licence Period can the Customer downgrade the Product ordered so as to reduce the Subscription Fees paid.

16. Renewal of licence

At any time before or following the end of the Licence Period, the Customer may order a further licence of the Products from the Supplier by following the process as set out at clause 3. For the avoidance of doubt, any renewal will be regarded as a new Licence to which these Terms will apply.

17. Events outside our control

• The Supplier will not be liable or responsible for any failure to perform, or delay in performance of, any of the Supplier’s obligations under the Licence that is caused by any act or event beyond the Supplier’s reasonable control (Event Outside Our Control).
• If an Event Outside Our Control takes place that affects the performance of the Supplier’s obligations under the Licence:
  • the Supplier will contact the Customer as soon as reasonably possible to notify the Customer; and
  • the Customer’s obligations under the Licence will be suspended.
• The Supplier may terminate the Licence in the event that it is affected by an Event Outside Our Control which has continued for more than 30 days. The Supplier shall refund any of the Subscription Fees paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer's use of the Products to the date of termination).

18. Confidentiality

• Each party shall, during the term of this Licence and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this licence) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
• No party shall make, or permit any person to make, any public announcement concerning this Licence 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.

19. Communications between the parties

• Any notice or other communication given by one of the parties to the other under or in connection with the Licence must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
• A notice or other communication is deemed to have been received:
  • if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
  • if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
  • if sent by email, at 9.00 am the next working day after transmission.
• In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
• The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

20. General

• Variation. No variation of this Licence shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
• Waiver. No failure or delay by a party to exercise any right or remedy provided under this Licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
• Severance. Each clause of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining clauses will remain in full force and effect.
• Third party rights. The Licence is between the Customer and the Supplier. No other person has any rights to enforce any of its terms.
• Governing law and jurisdiction. This Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Licence or its subject matter or formation (including non-contractual disputes or claims).