This document sets out the terms and conditions (“Terms”) by which the owners of www.paymentscompliance.com (the “Website”) provides you with the Services (defined below) and access to the Website and the materials contained on the Website (“Materials”). These Terms apply to all users of the Website and govern your use of the Website. If you are entering into these Terms on behalf of your employer or acting as an employee, you warrant that you are authorised to enter into legally binding contracts on behalf of your employer. The same rights, limitations and restrictions apply to your employer. You agree that these Terms are enforceable as if they were a written negotiated agreement signed by your employer. Please read these Terms carefully before accessing the Services or Materials and information available. By accessing the Website, you agree, without limitation or qualification, to be legally bound by these Terms.
Table of Contents
- Information About PaymentsCompliance And The Website
- Preliminary Information
- Trial Subscription
- Placing An Order
- Formation Of Contract
- Your Use Of The Services
- Prices And Payment
- Exclusion Of Warranties And Limitation Of Liability
- Intellectual Property
- Force Majeure
- Complaints And Contact Details
1.1 ‘PaymentsCompliance’ is an associated brand name, service and registered Website of Compliance Online Limited.
1.2 The Website is owned and managed by Compliance Online Limited (herein to be referred to as “PaymentsCompliance”), a company registered in England and Wales with company registration number 05706431 and having its registered address at St Clare House, 30 Minories, London, EC3N 1DD
1.3 PaymentsCompliance operate and maintains the Website which is an online provider of data, analysis and information relating to the global payments market. The Website provides certain subscription services (“Subscription Services”) and certain non-subscription services (“Non-Subscription Services”), (collectively the “Services”), which are more specifically detailed below.
2.1 By accessing the Website, Services and/or Materials, you warrant that (a) you are legally capable of entering into binding contracts; and (b) you shall comply with all applicable laws in the use of the Services and/or the Website.
2.2 You further warrant that any information you provide to PaymentsCompliance is true, accurate and correct and that you shall promptly notify PaymentsCompliance in the event of any changes to such information.
2.3 You agree that you are solely responsible and liable for all activities relating to your use of the Website, Materials and Services, whether you are a visitor to the Website (“Visitor”), or you have purchased any of the Subscription Services (“Subscriber”) or Non-Subscription Services, and where applicable whether you are an individual Subscriber or you have access to the Subscription Services under a multi-use licence, as more specifically described on the Website.
3.1 The Website provides a facility for you to test the Subscription Services by way of a trial subscription (“Trial Subscription”). In order to set up such a Trial Subscription you will be required to complete the information requested in the online form.
3.2 On receipt and acceptance of your application for a trial subscription, PaymentsCompliance shall provide you with such access codes and passwords as are required to give you limited access to the site for the duration of your Trial Subscription. Your use of the Website and the Materials during your Trial Subscription shall be subject to these Terms and such other conditions as may be agreed specific to such Trial Subscription.
3.3 At the end of your Trial Subscription your access to the Subscription Services shall be terminated automatically. If you wish to continue to access the Subscription Services you will be required to place an order for a Subscription.
4.1 If you wish to purchase any of the Subscription Services you shall be required to complete and sign an order form (“Order Form”) which shall be provided to you by PaymentsCompliance. Such Order Form shall detail the Servicesyou wish to purchase and the agreed price (“Price”) for such Services, plus any applicable taxes.
4.2 If you wish to purchaseany bespoke research reports (“Bespoke Reports”) and/or one-off regulatory reports that are advertised on the Website (“Regulatory Reports”) (hereafter collectively referred to as “Reports”), you may do so either by contacting PaymentsCompliance for an Order Form or by purchasing such Reports through the Website (“Online Order”).
4.3 By submitting an Order Formor an Online Order, you consent to PaymentsCompliance conducting verification and security procedures in respect of the information provided in the Order Form or the Online Order.
4.4 You hereby warrant that the information provided to PaymentsCompliance is true, accurate and correct. You further warrant that you shall promptly notify PaymentsCompliance in the event of any changes to such information.
5.1 Submission of a signed Order Form by you constitutes an offer by you to purchase the Services from PaymentsCompliance.
5.2 Where you complete an Online Order, payment by you of the Price shall constitute an offer by you to purchase the Services from PaymentsCompliance.
5.3 Upon receipt of the completed Order Form, or where you submit an Online Order, PaymentsCompliance shall email you a confirmation of your order (“Order Confirmation”). Such Order Confirmation shall constitute PaymentsCompliance’s acceptance of your offer.
5.4 For the avoidance of doubt, your contract (“Contract”) with PaymentsCompliance commences:
(a) where you are a Visitor, at such time as you commence use of the Website; or
(b) where you purchase Reports, or where you are a Subscriber, on the date of the Order Confirmation.
5.5 Where you purchase Reports or where you are a Subscriber, PaymentsCompliance shall also send you an invoice (“Invoice”) setting out details for payment including the date that payment is due (“Due Date”).
6.1 Where you are a Subscriber, PaymentsCompliance hereby grants you a non-exclusive, non-transferable, non-sub-licensable licence (“Licence”) to use the Website and the Materials therein, subject to your compliance with these Terms.
6.2 Such Licence may be either for a fixed number of users (“Fixed Licence”) or for an indefinite number of users (“Enterprise Licence”). Whether you subscribe to a Fixed Licence or an Enterprise Licence, you agree that you shall bring these Terms to the attention of all users (“Users”) under a Licence and that such Users agree to be bound by these Terms.
6.3 Where you are a Subscriber, following dispatch of an Order Confirmation by PaymentsCompliance you shall be provided with a username and password (“Login Details”) for each User under your Licence, to enable Users to gain access to the Subscription Services.
6.4 Where you are a Subscriber you hereby acknowledge and agree that you are solely responsible for procuring and paying for access to the internet to enable you to use the Services.
6.5 You hereby represent, undertake and warrant that:
(a) all information supplied by you to us for the purpose of registering as a Subscriber is true, complete and accurate in all respects;
(b) you shall keep passwords and access codes supplied by PaymentsCompliance secure and confidential;
(c) you shall procure that no unauthorised access to and/or use is made of the Services; and
(d) you shall inform PaymentsCompliance immediately if you have any reason to believe that the access code and/or password has become known to any individuals not authorised to use them or if the Service is being used, or is likely to be used, in an unauthorised way.
6.6 You acknowledge and agree that you shall:
(a) not use the information presented on the Website or derived from the Services otherwise than in accordance with these Terms;
(b) use the Website and the Services entirely at your own risk;
(c) not sub-licence, rent, lease, transfer or assign any rights in the Materials, including without limitation copyright, trademark and other intellectual property rights, to any other person, or attempt to do any of the foregoing;
(d) not alter or remove any copyright notices or other notices indicating the proprietary ownership by PaymentsCompliance or any third party of any Intellectual Property Rights (defined below) in the Materials;
(e) comply with all instructions and policies from PaymentsCompliance from time to time in respect of the Website and the Services;
(f) co-operate with any reasonable security or other checks or requests for information made by PaymentsCompliance from time to time;
(g) not allow any person in respect of whom Login Details have not been assigned to access or use the Materials;
(h) not download and/or store all or any of the Materials in anything other than their original form and for any reason other than those permitted under your Licence;
(i) not create a database or any other collection or record, whether in electronic or hard copy, by systematically downloading and storing any or all of the Materials;
(j) not create derivative works based on the Materials; and
(k) not use the Website or any Materials for any unlawful purpose.
6.7 Each User under a Licence may:
(a) display the Materials electronically on a single computer;
(b) download and store one copy of the Materials electronically on a single computer for internal business use, subject to clause 6.6(h) of these Terms; and
(c) print one copy of the Materials for internal business use.
6.8 PaymentsCompliance may offer training for Users, such training including but not limited to telephone training and/or face to face training at your place of business. Such training shall be offered at PaymentsCompliance’s sole discretion unless otherwise agreed.
6.9 PaymentsCompliance reserves the right to audit your use of the Materials and the Services at any time, such audit to be conducted at PaymentsCompliance’s expense and with reasonable prior notice. If any such audit reveals (a) that any password has been provided to an individual who is not a User; and/or (b) that you have underpaid the Price for the Materials and/or Services; then PaymentsCompliance may, without prejudice to any other rights or remedies, disable access codes and/or passwords without any obligation to issue any new access code or password and/or require payment by you of an amount equal to any underpayment and, in its sole discretion, an amount equal to the benefit received by the individual who is not a User.
7.1 The Price for both Subscription and Non-Subscription Services, where not set out on the Website, can be found by contacting PaymentsCompliance.
7.2 Unless otherwise expressly set out to the contrary, any Price quoted on the Website shall be exclusive of any applicable taxes which shall be payable by you.
7.3 Where you are a Subscriber or you order Regulatory Reportsby way of an Order Form, payment of the Price shall be due on or beforethe Due Date.
7.4 Where you place an Online Order for any Report, paymentof the Price shall be due at the time you place the Order.
7.5 Where you order Bespoke Reports:
(a) payment of 50% of the Price shall be due up-front (“Deposit”);
(b) the remaining 50% of the Price shall be due on completion of the research and provision by PaymentsCompliance of the Bespoke Report to you;
(c) additional fees may be payable where the research goes beyond the scope initially agreed, or where you request further information to be included within the Bespoke Report, subject always that such additional fees shall be agreed with you prior to additional work being carried out; and
(d) for the avoidance of doubt, PaymentsCompliance shall not be required to commence work on the Bespoke Report until receipt of the Deposit in cleared funds.
7.6 Where you are a Subscriber, you shall be sent a renewal reminder (“Renewal Reminder”) one month prior to termination of your Licence. Such Renewal Reminder shall set out the Price for any renewal. If you wish to renew your subscription, you shall be required to confirm such renewal in writing or by email to PaymentsCompliance.
7.7 You acknowledge and agree that the Price may be subject to change or variation from time to time, subject always that any changes to the Price shall be notified to you in writing and shall not be applicable to you once you have submitted your Order Form. For the avoidance of doubt, if you choose to renew an existing subscription, such renewal shall be subject to any change in Price, such change to be notified to you in advance of renewal.
7.8You may pay for your Order by cheque, credit or debit card or by other form of payment acceptable to and agreed by PaymentsCompliance.
7.9 PaymentsCompliance reserves the right to deny access to any of the Services where PaymentsCompliance has not received payment of the Price and any additional charges, including without limitation any applicable taxes. Full payment is due within 30 days of receipt of signed order form.
7.10 Where payment or any part thereof is not made for the Services by the Due Date of the Invoice, PaymentsCompliance reserves the right to charge interest on any unpaid amounts at the rate of 5% above the Bank of England base rate from time to time.
7.11 In the event that PaymentsCompliance is for any reason unable or unwilling to continue providing access to the Website and Materials, without any fault on your part, PaymentsCompliance agrees, on request, to refund a pro-rated portion of any of the Price paid in advance by you for any unused term of your Licence, provided that this shall be the sole and exclusive remedy available to you in such an event.
7.12 PaymentsCompliance may use third-party payment handlers to process your payment. By placing an order with PaymentsCompliance for any of the Services you agree that you have given PaymentsCompliance permission to do so.
8.1 Where you are a Visitor, you may terminate your Contract with PaymentsCompliance at any time by ceasing all use of and access to the Website and the Materials.
8.2 Except where otherwise stated, use of the Website and Materials will cease on expiry of the term agreed between PaymentsCompliance and you.
8.3 PaymentsCompliance may suspend or terminate your access to and use of the Website and the Materials at any time if:
(a) PaymentsCompliance reasonably believes that there has been fraudulent use, misuse or abuse of features and functionalities of the Website and/or the Services (in whole or in part);
(b) PaymentsCompliance reasonably believes that you have provided any false, inaccurate or misleading information; or
(c) PaymentsCompliance reasonably believes that there has been any other material breach of these Terms by you or anyone using your Login Details.
8.4 Notwithstanding the provisions of this clause 8, where you are a Subscriber and where PaymentsCompliance notifies you of any changes to the Website and the Services and you demonstrate that such changes or amendments would be materially detrimental to you, you shall be entitled to cancel your subscription by giving notice before such changes become effective. PaymentsCompliance will in this event, on request, refund the pro rata portion of any Price paid in advance by you for any unused term of the Licence, provided that this shall be the sole and exclusive remedy available to you in such event.
9.1 Whilst PaymentsCompliance has used reasonable commercial endeavours to ensure that all information contained on the Website is accurate, up-to-date and complies with English law, the Website and/or Materials are provided on an “as-is” basis and accordingly PaymentsCompliance makes no warranties or representations that such Website or Materials are appropriate for whatever use you may wish to make of them.
9.2 Further, where you access the Website and/or Materials from outside the UK, PaymentsCompliance makes no warranty express or implied that the Website and/or Materials are permitted under any applicable laws or regulations that apply to such jurisdiction. You are therefore advised to satisfy yourself that you are lawfully able to subscribe to and use the Website and Materials in the jurisdiction in which such use is taking place, and PaymentsCompliance accepts no liability for your failure to do so.
9.3 Nothing in these Terms excludes or limits PaymentsCompliance’s liability for (a) death or personal injury caused by our negligence; or (b) fraud or fraudulent misrepresentation.
9.4 Subject to the provisions of this clause 9, PaymentsCompliance shall not be liable for losses that result from its failure to comply with these Terms, that fall within the following categories: (a) direct, indirect, special or consequential losses; (b) expectations of a specific nature or anticipated outcome; (c) loss of profits, income or revenue; (d) loss of anticipated savings; (e) loss of business; (f) loss of opportunity; (g) loss of goodwill and/or reputation; (h) loss of data; (i) loss of contract; (j) loss of use; or (k) loss of management time, and whether caused by tort (including negligence), breach of contract or otherwise even if foreseeable arising out of or in conjunction with your use and/or reliance of the Services, the Website and/or the contents therein.
9.5 PaymentsCompliance does not represent that the Website and/or Materials are free from infection, viruses or other code that has contaminating or other destructive properties. Accordingly, you are responsible for implementing sufficient procedures and virus blocking protocols to protect your computer system from damage.
9.6 PaymentsCompliance makes no representations that the Website will be available to all computer systems, and accordingly you are responsible for ensuring that your computer system meets all relevant technical specifications necessary to use the Website.
9.7 You acknowledge and agree that PaymentsCompliance relies on third-party providers to make the Website and Materials available to you. Consequently, PaymentsCompliance does not warrant that the Services and the Website shall be uninterrupted or fault-free at all times.
9.8 PaymentsCompliance may provide or promote links to third-party web sites or services on the Website or in the Materials. You agree that PaymentsCompliance is not responsible for and does not control such websites or services, and makes no warranty or representations of any kind regarding such websites or services.
9.9 All warranties, representations, guarantees, conditions and terms other than those expressly set out herein whether express or implied by statute, common law, trade usage or otherwise, and whether written or oral, are hereby expressly excluded to the fullest extent permissible by law.
9.10 Unless otherwise expressly set out to the contrary in these Terms, PaymentsCompliance’s liability to you in connection with your use of the Website, Materials and/or Services shall be strictly limited to the Price paid by you for the particular Services.
Commentary and other materials posted on the Website and/or contained in the Materials and/or Reports are not intended to amount to advice on which reliance should be placed. In particular, the information and Materials on the Website and in the Reports are not intended to be relied on as a definitive or complete statement of the law nor are these intended to constitute legal or expert advice or recommendations on which you should rely. PaymentsCompliance therefore disclaims all liability and responsibility arising from any reliance placed on such information by anyone accessing the Website, Materials or Reports and/orby anyone who may be informed of any of the contents therein.
11.1 PaymentsCompliance and its licensors own the title, copyright and all and any other intellectual property rights (“Intellectual Property Rights”) on the Website, Materials and in each and all of the Services, including in particular the content of all Reports, and any bespoke versions and modifications or translations of them (“the Property”), however delivered. You acknowledge that you do not and shall not own any title, copyright or any other Intellectual Property Rights in the Property or any right save as set out in these Terms. These Terms convey a limited Licence to use the Services, Materials and Reports and shall not be construed to convey title to or ownership of the Services, Materials and Reports to you. All rights in and to the Services, Materials and Reports not expressly granted to you are reserved by PaymentsCompliance.
11.2 Save insofar as you are permitted under your Licence and under these Terms, you are expressly prohibited from:
(a) reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the Website; and
(b) removing, modifying, altering or using any registered or unregistered marks/logos/designs owned by PaymentsCompliance or its licensors, and doing anything which may be seen to take unfair advantage of the reputation and goodwill of PaymentsCompliance or could be considered an infringement of any of the Intellectual Property Rights owned by and/or licensed to PaymentsCompliance.
11.3 PaymentsCompliance, at its expense and in its sole discretion, shall defend any claim, demand, action or proceeding against you asserting that the Website and/or Materials infringes any Intellectual Property Rights of any third party (each an “Infringement Claim”) and shall pay any final judgments awarded or settlements entered into with such third party, provided that you provide prompt written notice to PaymentsCompliance of any such Infringement Claim, grant PaymentsCompliance the full authority to proceed as contemplated herein and use all reasonable endeavours to mitigate the sums which may be payable by PaymentsCompliance hereunder. The foregoing obligations shall not apply to the extent that the alleged infringement arises as a result of or is based upon (a) additions or modifications to the Materials made by you; or (b) use or combination of information provided on the Website or in the Materials with other data or information.
11.4 The provisions of this clause 11 shall continue after the termination of these Terms.
12.1 PaymentsCompliance shall not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these Terms that is caused by events outside its reasonable control (“Force Majeure Event”).
12.2 A Force Majeure Event involves any act, event, non-happening, omission or accident beyond PaymentsCompliance’s reasonable control and includes without limitation
(a) strikes, lock-outs or other industrial action;
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat of or preparation for war;
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster;
(d) impossibility of the use of public or private telecommunications networks; or
(e) the acts, decrees, legislation, regulations or restrictions of any government.
14.1 If you have reason to believe that any of these Terms have been breached, you have a complaint to make or wish to contact us for any other reason, please do so in writing to: PaymentsCompliance, St Clare House, 30 Minories, London, EC3N 1DD or by email at firstname.lastname@example.org.
14.2 All notices and communications should be sent by post or by confirmed receipt of electronic communication to the details above.
15.1 These Terms may be assigned or subcontracted by PaymentsCompliance at any time.
15.2 PaymentsCompliance reserves the right to modify these Terms at any time. Any changes to these Terms shall be notified to you in writing or by electronic communication.
15.3 PaymentsCompliance reserves the right to make amendments or improvements to or withdraw or correct any error or omission in the Materials and/or on the Website or any part thereof, without notice.
15.4 These Terms and any documents expressly referred to herein shall constitute the entire agreement between you and PaymentsCompliance in respect of your use of the Website and the Services.
15.5 You acknowledge that in entering into these Terms you have not relied upon any warranty, undertaking, promise or representation made by or implied from anything said or written whether on the Website, the internet or in negotiation between you and PaymentsCompliance except as expressly set out in these Terms.
15.6 If any of these Terms is determined by any competent authority to be unlawful, invalid or unenforceable for any reason whatsoever and to any extent, such term, condition or provision shall to that extent be severed from the remaining Terms, conditions and provisions which shall continue to be valid to the fullest extent permissible by law.
15.7 These Terms supersede any prior terms and conditions, agreement, understanding or arrangement between you and PaymentsCompliance, whether oral or in writing.
15.8 These Terms are governed by and shall be interpreted in accordance with English law, and you agree that, where any dispute arises out of or in connection with these Terms, you shall submit to the exclusive jurisdiction of the English courts.
15.9 If PaymentsCompliance fails at any time to insist upon strict performance of its obligations under these Terms, or if it fails to exercise any right or remedy provided for under these Terms, such failure shall not constitute a waiver of any such right or remedy and shall not relieve you of compliance with such obligations.
15.10 A waiver by PaymentsCompliance of any default shall not constitute a waiver of any subsequent default.
15.11 No waiver by PaymentsCompliance of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
15.12 These Terms are not intended to benefit anyone other than the parties to it, and no term of this contract will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to these Terms.