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Conditions of use Conditions of use

TERMS AND CONDITIONS OF USE

1. INTERPRETATION
In these Terms and Conditions the following expressions will have the following meanings unless inconsistent with the context: “Buyer” the person(s), firm or company whose order for the Goods and Services is accepted by the Company “Company” ITC Compliance Ltd. “Contract” any contract between the Company and the Buyer for the sale and purchase of the Goods or supply of the Services formed in accordance with Condition 2 “Goods” any goods or products which the Company supplies to the Buyer under a Contract “Registered User” means the users notified to the Company on the Registration Form to receive and view the Products “Registration Form” the Company's registration form for the Goods and/or Services “Services” any services including on-line training which the Company provides to the Buyer at the Site under a Contract “Site” means ITC Compliance's website(s) “Terms and Conditions” the standard terms and conditions of sale set out in this document “Products” the Goods and Services

2. FORMATION AND INCORPORATION
2.1 Subject to any variation under Condition 12.5, the Contract will be upon these Terms and Conditions, to the exclusion of all other terms and conditions and all previous oral or written representations including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order or similar document, whether or not such document is referred to in the Contract. 2.2 Each order for Goods or Services will be deemed to be an offer by the Buyer to purchase Goods or Services upon these Terms and Conditions. The Contract is formed when the order is accepted by the Company by way of the issuing of a User I.D. No contract will come into existence until a User I.D is issued by the Company. 2.3 All orders must be on the Company’s Registration Form. The Buyer confirms that all details supplied on the Registration Form and all details on Registered Users are accurate and complete. The Buyer shall as soon as reasonably possible notify the Company in writing if any of the details provided in the Registration Form change. 2.4 Subject to Condition 7.2, the Buyer may not cancel the Contract. The Company may cancel the Contract at any time prior to delivery of the Goods or performance of the Services. 2.5 The details provided by the Buyer to the Company will be stored on computer and used to provide the Products to the Buyer. The Buyer consents to the Company processing the details provided and that such details may be passed to third parties for regulatory purposes. The Company may from time to time use the Buyer’s details to provide it with information about the Products and other products and services which the Company provides. The Buyer shall inform the Company in writing if it does not wish to receive such information. 2.6 The Company shall provide the Buyer with a unique user I.D and password for each Registered User to use the Products.

3. DESCRIPTION
3.1 The quantity and description of the Goods or Services will be as set out in the specification document. All other samples, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s literature are issued or published for the sole purpose of giving an approximate idea of the Goods or Services represented by or described in them and will not form part of the Contract and this is not a sale by sample. 3.2 The Buyer acknowledges that its use of the Products contributes towards the level of competency required of individuals by the Financial Services Authority for the sale of general insurance products but that use of the Products in itself does not in any way guarantee that any individual will meet the level of competency required by the Financial Services Authority from time to time. Furthermore the Company has no knowledge of and no responsibility for the existing level of knowledge, or lack thereof, of the Buyer’s employees. 3.3 The Company may make any change to the specification, design, materials, content or finishes of the Goods or provision of the Services which are: 3.3.1 required to conform with any applicable statutory or regulatory requirement; or 3.3.2 do not materially affect their quality or performance. 3.4 The Buyer shall be responsible for the provision of and payment for all software and hardware necessary to enable access to and use of the Services and the Goods (including where the Services are accessed via the Internet, all telecommunication charges). The Company does not guarantee that the Products will be compatible with the Buyer’s hardware and software and the Company cannot accept responsibility for any delay or inability to access any part of the Products due to any fault of the Buyer’s own hardware and/or software, or the Buyer’s means of access to, the Internet. 3.5 The Company cannot guarantee the performance of the Internet. The Company shall use reasonable endeavours to ensure that the Services are available for access at all times. The Company shall give the Buyer reasonable notice of all the scheduled repairs and updates to the Services. However, the Company excludes all liability for the Buyer's inability to access the Services.

4. USE OF THE PRODUCTS
4.1 The Products are protected by copyright and other intellectual property rights of the Company and its Licensors. The Company grants to the Buyer a non-exclusive, non-transferable license for the duration of the Contract to use the Products for the training of the Registered Users in accordance with Condition 3.2 on the following terms: 4.1.1 the Products and any material supplementary to the Products provided by the Company may be used by the Buyer provided it is for private and internal business use only; 4.1.2 no other rights are granted in the Products or any supplementary documentation; 4.1.3 all rights in the Products and supplementary documentation are reserved by the Company; 4.1.4 the Buyer will not copy, modify, adapt, amend, reverse engineer or decompile the Products except as specifically permitted either by law or by the prior written consent of the Company; and 4.1.5 the Buyer will not share, loan or otherwise part company with the Products or make the Products available to any unauthorised third party. 4.2 The Company warrants to the Buyer that use of the Products in accordance with the terms of this Contract shall not infringe the rights of any third party. The Buyer shall inform the Company immediately if any third party makes or threatens to make any claim against the Buyer arising from the Buyer’s use of the Products. The Buyer shall comply with all and any reasonable requests from the Company in relation to any such claim. The Buyer has an obligation to inform the Company of any suspected breach of copyright of the software.

5. REGISTERED USERS
5.1 The Buyer will procure that the Registered Users read, accept and comply with the following conditions: 5.1.1 use the Products only as permitted by these Terms and Conditions; 5.1.2 do not use the Products to violate any law of any applicable jurisdiction; 5.1.3 do not make available the Products to any unauthorised person or exploit the Products or any derivative work based on the Products for commercial purposes; and 5.1.4 do not obtain or attempt to obtain unauthorised access to the Site or the source code of the Goods.

6. PRICE AND PAYMENT
6.1 The price of the Products will be the price per Registered User as set out in the Company’s Registration Form and is inclusive of any costs of packaging, insurance and carriage, but shall be exclusive of VAT, and any other applicable sales tax or duty. 6.2 The Company may invoice the Buyer for the Products on or at any time after acceptance by the Company of the Buyer’s order. Payment is due within 30 days of service of such invoice, or upon termination of the Contract, whichever occurs first.

7. DELIVERY
7.1 The Goods will be sent by first class post to the address notified by the Buyer to the Company in the Registration Form within 28 days of the Company receiving full payment for the Goods. The Services will be performed at the Site or via the internet. The Buyer may access the Site by use of the Registered User’s password. The Company shall send to the Buyer or Registered Users, passwords to the Company details on the Registration Form within 28 days of receipt by the Company of payment for the Services. 7.2 The Company shall have no liability to the Buyer for direct, indirect or consequential loss (all three of which terms includes, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused (including as a result of negligence) by any delay or failure in delivery of the Goods or performance of the Services except as set out in this condition. Any delay in delivery or performance will not entitle the Buyer to cancel the order unless and until the Buyer has given 14 days’ written notice to the Company requiring delivery or performance to be made and the Company has not fulfilled the delivery or performance within that period. If the Buyer cancels the order in accordance with this Condition 7.2 then: 7.2.1 the Company will refund to the Buyer any sums which the Buyer has paid to the Company in respect of that order which has been cancelled; and 7.2.2 the Buyer will be under no liability to make any payments under Condition 6 in respect of that order which has been cancelled.

8. PASSWORDS
8.1 The Buyer is responsible for ensuring that it, and its Registered Users, maintain the confidentiality of the user I.D’s and passwords provided by the Company and the Buyer will be fully responsible for all activities that occur under those user I.D’s and passwords. 8.2 User I.D and passwords may not be made available to any unauthorised person for the purpose of using the Services. The Company has the absolute discretion to cancel any User I.D and passwords which it suspects is being used or may be used by any unauthorised person. 8.3 The Buyer will immediately notify the Company of any unauthorised use of the User I.D and passwords and any breach of security, and ensure that the Registered Users exit from the Site at the end of each session by closing the Internet explorer.

9. LIABILITY OF COMPANY
Warranty 9.1 The Company will, free of charge, within a period of 3 months from the date of delivery of Goods which are proved to the reasonable satisfaction of the Company to be damaged or defective, replace such Goods. This obligation will not apply where: 9.1.1 the Goods have been improperly altered in any way whatsoever, or have been subject to misuse; 9.1.2 the Goods have been improperly installed or connected; 9.1.3 any instructions as to storage of the Goods have not been complied with in all respects; or 9.1.4 the Buyer has failed to notify the Company of any defect or suspected defect within 14 days of delivery where the defect should be apparent on reasonable inspection, or within 14 days of the same coming to the knowledge of the Buyer where the defect is not one which should be apparent on reasonable inspection, and in any event no later than 6 months from the date of delivery. 9.2 The Company will refund to the Buyer the cost of carriage on the return of any such defective or damaged Goods, and will deliver any repaired or replacement Goods to the Buyer at the Company’s own expense. 9.3 Any replacement Goods will be liable to replacement under the terms specified in Condition 9.1 for the unexpired portion of the 3 month period from the original date of delivery of the replaced Goods. 9.4 The Company will use reasonable skill and care in providing the Services. Exclusion of Liability 9.5 In the event of any breach of the Company’s express obligations under Conditions 9.1, 9.2, 9.3 and 9.4 above the remedies of the Buyer will be limited to damages. 9.6 The Company does not exclude its liability (if any) to the Buyer: 9.6.1 for breach of the Company’s obligations arising under section 12 Sale of Goods Act 1979 or section 2 Sale and Supply of Goods and Services Act 1982; 9.6.2 for personal injury or death resulting from the Company’s negligence; 9.6.3 under section 2(3) Consumer Protection Act 1987; 9.6.4 for any matter which it would be illegal for the Company to exclude (or to attempt to exclude) its liability; or 9.6.5 for fraud. 9.7 Except as provided in Conditions 9.1 to 9.6, the Company will be under no liability to the Buyer whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused arising out of or in connection with: 9.7.1 any of the Goods, or the manufacture or sale or supply, or failure or delay in supply, of the Goods by the Company or on the part of the Company’s employees, agents or sub-contractors; 9.7.2 any breach by the Company of any of the express or implied terms of the Contract; 9.7.3 any use made by the Buyer of the Goods or Services; 9.7.4 any statement made or not made, or advice given or not given, by or on behalf of the Company; or 9.7.5 any failure of the Registered Users to meet the standards of competency required by the Financial Services Authority for the sale of general insurance products or otherwise under the Contract. 9.8 Except as set out in Conditions 9.1 to 9.6, the Company hereby excludes to the fullest extent permissible in law, all conditions, warranties and stipulations, express (other than those set out in the Contract) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of the Buyer. 9.9 Each of the Company’s employees, agents and sub-contractors may rely upon and enforce the exclusions and restrictions of liability in Conditions 9.5 to 9.8 in that person’s own name and for that person’s own benefit, as if the words “its employees, agents and sub-contractors” followed the word Company wherever it appears in those conditions. 9.10 The Buyer acknowledges that the above provisions of this Condition 9 are reasonable and reflected in the price which would be higher without those provisions, and the Buyer will accept such risk and/or insure accordingly. Indemnity 9.11 The Buyer agrees to indemnify, keep indemnified and hold harmless the Company from and against all costs (including the costs of enforcement), expenses, liabilities, injuries, direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which the Company incurs or suffers as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance by the Buyer of the terms of the Contract.

10. FORCE MAJEURE
The Company will not be liable to the Buyer for any failure or delay or for the consequences of any failure or delay in performance of the Contract, if it is due to any event beyond the reasonable control of the Company including, without limitation, acts of God, war, industrial disputes, protests, fire, tempest, failures of the Internet, explosion, an act of terrorism and national emergencies and the Company will be entitled to a reasonable extension of time for performing such obligations.

11. TERMINATION
11.1 The Company may by written notice terminate the Contract immediately if the Buyer is in material breach of the Contract or enters into insolvency, bankruptcy, any arrangement with its creditors or any other arrangement or situation which has a like effect. Failure to pay any sums due in accordance with Condition 6.2 is a material breach of the terms of the Contract which is not capable of remedy. 11.2 If the Company decides to withdraw the Services, the Buyer will be given notice of the withdrawal, such withdrawal not to expire before the first anniversary of the registration of each Registered User. 11.3 The termination of the Contract howsoever arising is without prejudice to the rights, duties and liability of either the Buyer or the Company accrued prior to termination. The conditions which expressly or impliedly have effect after termination will continue to be in force notwithstanding termination. 11.4 On termination, the Buyer shall immediately cease to access the Site and the Company reserves the right to suspend the buyers’ access to the Site immediately. In addition, the Buyer shall return or destroy, at the option of the Company, all Goods provided under these Terms and Conditions in whatever media and including all copies stored on the Buyer’s hard drive and, if reasonably requested by the Company, provide evidence of such destruction.

12. GENERAL
12.1 Time for performance of all obligations of the Buyer is of the essence. Time for performance of all obligations of the Company is not of the essence. 12.2 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not. 12.3 If any condition or part of the Contract is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from the Contract and will be ineffective, without, as far as is possible, modifying any other provision or part of the Contract and this will not affect any other provisions of the Contract which will remain in full force and effect. 12.4 No failure or delay by the Company to exercise any right, power or remedy will operate as a waiver of it, nor will any partial exercise preclude any further exercise of the same, or of any other right, power or remedy. 12.5 The Company may vary these conditions from time to time. The Company shall give the Buyer reasonable notice of any such change which shall be sent to the email address of the Buyer notified to the Company in the Registration Form. 12.6 The Company may assign, delegate, license, hold on trust or sub-contract all or any part of its rights or obligations under the Contract. 12.7 The Contract is personal to the Buyer who may not assign, delegate, license, hold on trust or sub-contract all or any of its rights or obligations under the Contract without the Company’s prior written consent. 12.8 The Contract contains all the terms which the Company and the Buyer have agreed in relation to the Products and supersedes any prior written or oral agreements, representations or understandings between the parties relating to such Products. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. 12.9 Both the Company and the Buyer have obligations under data protection and privacy laws which both parties agree to observe. The Buyer shall gain explicit consent from its employees to pass their data to the Company and shall explain the obligations of the Company and the Buyer to ensure fair and lawful processing. 12.10 Save as set out in Condition 9.9 the parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it. 12.11 Any notice in connection with the Contract will be in writing addressed to the other party at its registered office, or principal place of business and will be delivered by hand, or first class or special delivery post. The notice will be deemed to have been duly served, if delivered by hand, when left at the proper address for service or if made by pre-paid, first class post or special delivery post, 48 hours after being posted. 12.12 The formation, existence, construction, performance, validity and all aspects whatsoever of the Contract or of any term of the Contract will be governed by English & Welsh law. The English & Welsh courts will have exclusive jurisdiction to settle any dispute which may arise out of, or in connection with the Contract. The parties agree to submit to that jurisdiction.


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