Terms of Use including Software Agreement

Terms of Use Definitions

These Terms of Use including the Software Agreement apply to anyone uses any of our products or services provided by Comply Express or who visits the Comply Express website. By using the Comply Express website, products or services you accept to these Terms of Use. In these Terms of Use and generally on the Comply Express website.

“we”, “our” or “us” means Product Approvals Ltd (which is the parent company of Comply Express), Comply Express Ltd and Comply Express Lda. 

“you” means the person using our Services, you

“Intellectual Property Rights” includes without limitation any trademarks, design rights, copyright, patents, or database rights, whether registrable or not, and whether registered or not, and also includes any other proprietary rights, trade secrets or rights of publicity, privacy or confidentiality;

“Licence” means the permission given to you to use Comply Express SmartCert™ Software products and which is given under the terms of the relevant Software Agreement;

“Services” means the services and/or products we provide to you including our Website;

“Software” means the software Comply Express are providing to you, the user

“Website” means the Comply Express website;

“User” means a person setup to use the Services/Software 

The below headings are for convenience and have no effect on interpretation on the Terms of Use. 

In conjunction with the Terms of Use other terms outlined in other documentation e.g. Quote may apply. 

Licence
We distribute all of our Software under ‘commercial’ licences. The User may operate the Software by logging in under the User’s account only once at any given time and on only one server at a time (a ‘per user’ licence). Each licence is non-exclusive, non-transferable, temporary (for the period specified) and revocable.

Transferring / Upgrades
Agreements both software and upgrades cannot be transferred to other parties. Software and upgrades are only applicable to the company who made the original purchase. The original software terms of use are applicable to any upgrades. 

Distribution
SmartCert™ is housed on a secure server. Unauthorised distribution is strictly prohibited. 

Warranty/Refunds
Where problems arise from miss-use or abuse or ordinary use of any products or services provided by us, Comply Express will not accept any responsibility. No refunds will be eligible in any situation. Warranties implied or express but not limited to warranties as to ownership, merchantability and fitness for purposed are excluded to maximum extent permissible by law. We shall not be held liable for any indirect, direct, incidental, special, consequential damages (this can be including but is not limited to; loss of use, data, revenue, profit, data, procurement of substitute goods, business interruption, loss of goodwill, negligence), however arising.

In the event where we are held liable to you, the maximum total liability will equate to the total amount of the licence fee paid to us by you in the continuous 1 month period immediately prior to making such claim or £50 whichever is the greater. 

Indemnity
You agree to indemnify and hold Comply Express Lda and (where applicable) our parent, subsidiaries, directors, agents, and employees, harmless and exempt from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your use of our Services or your breach of these Terms of Use Software Agreement, any applicable law or the rights of a third party.

Password and Security
Passwords must be kept confidential; you agree to maintain password confidentiality in relation to your account as you are fully responsible for actions and activities that occur under your account and password. 
In the event of any unauthorised use of password or account security breach you agree to immediately notify us. You agree to exit from your account at the end of each session. 

Ownership
You agree and acknowledge we or our suppliers own any and all Intellectual Property Rights in relation to our website, products/goods or services.

Restrictions of Use of Software
Unless necessary for software use, either to facilitate the provision of the service to you or in accordance with any statutory rights you have to, it is strictly prohibited to copy, publish, de-compile, or reverse engineer the software. 

Information Accuracy
Any information you provide including registration details but not limited to and/or activity you have on our website or software must be:

• the truth and not misleading, you agree to inform us of information changes
• within applicable laws or regulations 
• must not be offensive, defamatory or indecent 
• must not contain any computer viruses, macro viruses, trojan horses, worms or anything else designed to interrupt or disrupt the normal operating procedures of a computer or intercept access without authority. 
• must not cause the software or website or any other service to be interrupted, disrupted, damaged or impaired. 
• must not actively break the terms of any third party rights including but not limited to any third party Intellectual Property Rights
• must not cause any loss to us in whole to the services of our internet service provider or other suppliers 
• must not create and liability for us

Privacy:
We respect your privacy, the privacy of your data and the privacy of all users and visitors. All information and data entered by you into the system is treated as confidential. We will not sell, rent, lease, or give away your data, our user list, email addresses or any other personal information unless required by law to do so. 

Specific data may, from time to time, be gathered. This data would be gathered from user browsers when entering and exiting the site. Standard information/data will be gathered such as time spent on site, URL and viewed page/s. Data gathered is for internal use for download counts, traffic calculation and platform calculation. The information gathered could or may be used in potential breach of ‘Terms of Use’ or/and illegality investigations. Information will be kept safe and secure, however, due to the nature of the internet unfortunately we are unable to ensure all information and communications will never be disclosed. 

Termination
The licence will terminate automatically on expiry for the period applicable to your licence. In the event of a breach to the Terms of Use by you we may terminate your Licence immediately.
Either party may terminate any engagement by 1 month’s written notice to the other (unless other terms have been agreed), or by immediate written notice if the other is in material breach or if the other becomes insolvent. Clauses intended to survive termination, either expressly or by implication including Indemnity, Ownership, Severance, Proper Law and Jurisdiction, Set-Off and Waiver will survive termination. Any rights accrued prior to termination will not be affected by termination. 

Notices
Any notice to be given by us to you shall be sent to the email address provided by you in the registration details or as updated by you. Any notice shall be deemed to be provided in writing and to be received 24 hours after being sent. 

Force Majeure
Any failure or delay in performing these Terms of Use resulting from circumstances outside of our reasonable control we shall not be liable for. 

Severance
In an event that a term or condition of these Terms of Use is found to be unlawful, void or unenforceable shall be rendered ineffective as far as possible without modifying the remaining terms and conditions. 

Law 

These terms are governed by the laws of England & Wales, whose courts shall have sole jurisdiction in relation to all matters arising

Set-Off
In the event where you have incurred any liability to us, under these Terms of Use or otherwise, we reserve the right to set-off the amount of such liability against any sum that would otherwise be due to you in relation to these Terms of Use. 

Waiver
In the event of a failure or delay in us enforcing any right under these Terms of Use is not a waiver of that right and will not stop that right or any other right from being enforced or exercised.

Free trials
If you are signed up to a paid subscription/membership you are not eligible for a free trial. Your 7 day free trial will expire after 7 days unless you buy and sign up to the subscription then the free trial expiration will be brought forward. To continue using Comply Express SmartCert™ after your free trial expires, you will need to purchase a subscription. 

Pricing and other terms
Promotional offers cannot be in conjunction with other offers. Limited time on any promotional offer. Free trials cannot be in conjunction with any other promotional offer or existing customer unless specified with Comply Express. Terms, features and price are subject to change by Comply Express at any time. Estimates are subject to change if based on incorrect information provided by the Client, or if any specified dependencies / facilities are not available on time, or if any equipment required to be provided by the Client fails to operate correctly (save where the engagement itself is for the repair thereof).
All sums due shall be invoiced and paid as specified in the Letter of Engagement / Quotation if applicable. The Client will pay the Company’s invoices within the time period specified in the Letter of Engagement / Quotation (if applicable), plus VAT where applicable. Unless otherwise specified, where payment is on a time and materials basis, the Company may invoice monthly.
If any of the Company’s invoices becomes overdue, the Company may suspend provision of Services, and any agreed timescale will be automatically extended; the Company may also terminate an engagement at any time when any payment is more than 7 days overdue.