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Terms & Conditions of sale for initial subscription
TERMS AND CONDITIONS applying between:
(1) Comply Serve Limited registered in England under number 5664528 and having its registered office at Townsend House, 79 Station Road, Leicester, LE9 6PU ("us" or “Comply Serve”); and
(2) the entity (“you”) described on an accepted purchase order for access to the Services provided by us.
1. Introduction
1.1 Once Comply Serve accepts your request for access, the purchase order, these Terms and Conditions, the Privacy Policy and any payment instructions we give you constitute an agreement (the “Subscription Agreement”) for access to the Services.
1.2 The Service to which you have access will be those set out in the purchase order. The Services are controlled and operated by us primarily from our offices in Townsend House, Leicester, LE9 6PU.
If you have any complaints about the Services or our web site, you should contact us (see clause 14 for the addresses).
1.3 The following terms have the following meanings:
Content: all content of the Services, for example compliance databases, applications and graphics;
Services: those parts of the Comply Serve web services as are specified in the purchase order or from time to time agreed between you and us, including access to relevant Content;
Subscription Charge: the amount (subject to addition of applicable taxes) payable by you for access to the Services;
User: a person to whom you disclose a user name and password supplied by us for enabling access to the Services.
2. Access to the Services
2.1 On acceptance of your order, we shall allocate user names and passwords to you for access to the Services subject to these terms and conditions for the initial term of 1 year.
2.2 Your continued access to the Services after the initial term is subject to our agreement and to your payment of the Subscription Charge.
2.3 You may state your preferred user names: we may refuse to allocate a user name that impersonates someone else, refers to a trademark or other proprietary right, or is vulgar or otherwise offensive and may then substitute a name of our choosing.
2.4 You and your users must keep the user names and passwords confidential. You must notify us immediately of any unauthorized use of them or any other breach of security regarding our web site that comes to your attention.
2.5 Usernames and passwords may not be shared by users without previous written agreement from Comply Serve. Should additional users require access to the agreed process in CP2 will be followed.
2.6 You are entirely responsible for all access to the Services that is facilitated by the user names and passwords allocated to you and access will be authorised by nominated Crossrail personnel.
3. License
3.1 We grant you a non-exclusive, non-transferable license for the authorized number of Users to use the Services on the terms of this agreement for a period of 1 year, renewable on mutual agreement and payment of the Subscription Charge.
3.2 The Subscription Agreement expires when renewal is declined or refused.
3.3 Each User may view the Services electronically on a single computer solely for your internal business purposes.
3.4 Depending upon the agreement, you may be licensed as a Project User or an Enterprise User. The following terms apply:
(A) Project User: A Project User may only have access to a single project database. The database and access rights will be set up for you by Comply Serve. Under no circumstances can additional databases be established through partitioning or any other means accessed through this service.
(B) Enterprise User: An Enterprise User may create as many project databases as required.
3.5 If you believe that anyone has, without your authorization, accessed the services using a user name and password allocated to you, you must contact a Comply Serve sales or client support representative (mail to
This e-mail address is being protected from spambots. You need JavaScript enabled to view it
).
4. Limitations on use
4.1 Except as permitted by clause 3.2, you may not:
(A) sub-license, rent, lease, re-sell, transfer or assign any rights in the Comply Serve’s Services (including without limitation copyright, trademark and other intellectual property rights) to any other person, or attempt to do any of the foregoing;
(B) alter or remove any copyright notices or other notices indicating the proprietary ownership by us or any third party of any intellectual property;
(C) use Comply Serve’s Services in any manner except as expressly permitted, or transfer or export the Content or any copies into any country, except as permitted by any overriding applicable laws;
(D) reproduce, modify, or in any way commercially exploit any of the Content;
(E) allow any person other than a User to use the Services;
(F) make the Services available on a network;
(G) extract or utilise any of the Content related to the Services, for example by creating a database;
(H) create derivative works based on the Services, for example for use on another web site or Services;
(I) use the Services or any Content for any unlawful purpose.
4.2 You are responsible for ensuring that all of your use of the Services and Content is lawful.
5. Payment
5.1 The Subscription Charge applicable to continuation of access or on a subsequent renewal is the price in force (for example, displayed on our web site or notified to you) at the start of the period to which it relates. We may change the amount from time to time but doing so will not alter the amount of any Subscription Charge previously paid.
5.2 We will invoice the Subscription Charge to you, together with any applicable taxes or duties. You agree to pay the invoiced amount within 30 days of receiving the invoice by bank transfer or subsequently agreed.
5.3 If we do not receive payment within 30 days of invoice, we reserve the right to restrict access to the Services and to charge interest under the Late Payment Commercial Debts (Interest) Act 1998 (as amended by the Late Payment of Commercial Debts Regulations 2002) or other applicable law from time to time.
5.4 You are responsible for any fees or charges incurred to access the Services through an Internet access provider or other third party services.
5.5 We will notify you at least 60 days before your subscription period for the Services comes to an end. Unless we receive written notice from you at least 45 days before the end of the subscription period we reserve the right to renew your subscription for an additional year at the rate existing at the time of the renewal date and to invoice you accordingly.
5.6 We are entitled to refuse any subscription request placed by you. If you request a subscription request and we accept it, we will notify acceptance to you.
5.7 You undertake that all details you provide to us for the purpose of subscribing to the Services will be correct, including (without limitation and where relevant) that there are sufficient funds or credit facilities to cover the cost of any subscription.
5.8 If you have paid the Subscription Charge in advance of valid cancellation, we will refund it within 30 days.
6. Modifications to the Services
6.1 We may from time to time alter, suspend or discontinue any aspect of the Services, including your access to it. Any new features that we make available in the Services will be subject to these terms and conditions.
6.2 If we discontinue, suspend or terminate your access to all of the Services when you are not in default, you may within 30 days give notice to terminate your subscription and we shall on request refund to you the pro rata share of any prepaid Subscription Charge.
7. Information you provide
7.1 In this clause, “Personal Information” means any data which relates to or identifies you or your Users, including but not limited to names and addresses
7.2 “Purpose” means everything reasonably necessary to be done by use or our contractors in connection with providing the Services or the Content, managing your account, monitoring and controlling the use made of our web-site or maintaining our records of communications with you. For example, if you buy services through our web site then we may collect information about you or your employees' buying behaviour, or if you or your employees send us correspondence such as e-mails or letters or post reviews or other messages on the bulletin boards then we may collect this information into a file specific to you.
7.3 The following applies to any Personal Information you provide to us, for example during any application or subscription process:
(A) You and your Users authorise us and our sub-contractors to use and process all Personal Information relating to you or your Users to the extent reasonably necessary to provide the Services and for the Purposes. You must procure that each of your Users gives the necessary authorisation.
(B) You must ensure and, where relevant, procure that your employees ensure, that the Personal Information provided to us is accurate and complete and that all registration details (where applicable) contain the correct names, addresses and other requested details.
(C) We process information in the UK. You and your Users authorise us transfer into the UK any Personal Information that is provided in other countries.
7.4 The Privacy Policy forms part of the Subscription Agreement. Click here to read our privacy policy.
7.5 You and your Users agree that we may amend the Purposes to include other uses or disclosures of Personal Information from the date 30 days after publication of notice of the amendment on our web site, which you should check regularly.
7.6 If you or your Users would like to review or modify the Personal Information you should e-mail us at the address in clause 14.
7.7 You permit us to use your business name in our publicity literature, on our web site and on our client list. If you do not want us to use your business name for these purposes, you should write to us at the address in clause 14.
8. Intellectual Property
8.1 The contents of the Comply Serve’s Services are protected by international copyright laws and other intellectual property rights. The owner of these rights is Comply Serve or third party licensors. All product and company names and logos contained within our web site or the Services are the trademarks, Services marks or trading names of their respective proprietors.
8.2 We shall indemnify and hold you harmless from against all and any losses, liabilities, demands, claims, costs and expenses arising directly as a result of or in connection with any claim that the Services infringe any intellectual property rights of any third party provided that you:
(A) notify us promptly upon becoming aware of any matter or claim to which the indemnity relates;
(B) do not make any admission or settlement in respect of such matter or claim without our prior consent; and
(C) allow us, where appropriate, to appoint legal advisers of our choice and to conduct negotiations and settle claims or defend proceedings in your name or (at our option) you will comply with our reasonable requests in the conduct of any such negotiations or proceedings;
8.3 The indemnity in clause 8.2 shall not apply if and to the extent that the relevant losses, costs, damages, liabilities or expenses are due to breach by you of any of your obligations under the Subscription Agreement.
8.4 You are responsible for project-specific data used in conjunction with the Service, such as project specifications, requirement specifications, company standards, drawings and tables. As between you and us, the Intellectual Property in such project-specific data remains with you, and you must ensure that you have any consent required from third parties for the inclusion of data in which they own relevant intellectual property.
Project-specific data may be downloaded or removed from the Service at your discretion (for example, for storage or ongoing maintenance outside of the Service). Functionality to enable this is included in the Service.
8.5 You must indemnify and hold us harmless from against all and any losses, liabilities, demands, claims, costs and expenses arising directly as a result of or in connection with any claim that project-specific data or its use in connection with the Services infringe any intellectual property rights of any third party, or that any project-specific data is defamatory of any person or otherwise unlawful, provided that we:
(A) notify you promptly upon becoming aware of any matter or claim to which the indemnity relates;
(B) do not make any admission or settlement in respect of such matter or claim without your prior consent; and
(C) allow you, where appropriate, to appoint legal advisers of your choice and to conduct negotiations and settle claims or defend proceedings in our name or (at your option) we will comply with your reasonable requests in the conduct of any such negotiations or proceedings.
9. Message Boards
9.1 As part of some of our Services we provide "message boards" which allow you to post information.
9.2 You are responsible for all matter posted to the message boards using the user names and passwords allocated to you. You will indemnify us against all liabilities and costs incurred as a consequence of any such matter.
9.3 We reserve the right to review and monitor message boards from time to time and delete any messages or text, which we, in our sole discretion, decide are inappropriate. This does not excuse you from the responsibility and indemnity in clause 9.2.
10. Interference with the Services
10.1 You must not attempt to interfere with the proper working of Comply Serve’s Services. You must not attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, web site, router or any other internet connected device that is associated with the Services.
11. Warranties, Disclaimers and Limitations of Liability
11.1 Nothing in the Subscription Agreement excludes or limits the liability of any person for death or personal injury caused by negligence. The following sub clauses are each subject to that statement.
11.2 In this clause, "Comply Serve parties" means Comply Serve and its subsidiaries, affiliates, shareholders, directors, officers, members, employees, representatives or licensors.
11.3 The limitations and exclusions in this clause 11 do not affect your non-excludable statutory rights, which shall apply but only to the extent mandated by the applicable law.
11.4 General
(A) We make reasonable endeavours to ensure that the Content is accurate. However, you acknowledge and agree that the Content include archived information and resources which may be incorrect or out of date. We make no representations that any Content are accurate and up to date or complete and accept no liability for any loss or damage caused by inaccurate information. If you find any inaccurate information on our web site let us know and we will correct it as soon as practicable.
(B) The Content do not constitute any form of advice or recommendation by Comply Serve and are not intended to be relied upon in making (or refraining from making) any specific engineering decisions or other decisions.
(C) To the extent allowed by applicable law and except as expressly stated Comply Serve parties disclaim any representations or warranties of any kind, express or implied, with respect to our Services or the Content or any information or facility provided through our web site.
(D) You agree that your only remedy for any damage that you suffer (whether in contract, negligence, tort or any other liability), shall be limited to your direct losses actually suffered up to a limit of the amount you paid in the 12 month period ending when the liability arose.
(E) Your access to and use of the Services and Content is at your own risk. Comply Serve parties will not be liable (jointly or severally) to you or any other person as a result of your access to or use of our Services and Content for indirect, consequential, special, incidental, punitive, exemplary or other damages, including without limitation, lost income or profit, lost data, damage to property and claims of third parties ("excluded damages"), whether in negligence, tort, contract or otherwise, even if any of the Comply Serve parties have been advised of the possibility of or could have foreseen any of the excluded damages, and irrespective of any failure of an essential purpose of a limited remedy.
11.5 Applicability of Online Content
(A) We have used reasonable endeavours to ensure that the Services and Content are provided in compliance with UK law but we make no representations that they are appropriate or available for use in the UK or outside the UK.
(B) We give no warranty (express or implied) that making the Services and Content available in any jurisdiction outside the UK is permitted under applicable laws. Accordingly, if making the Services or the Content available in to you is for any reason not permitted under any applicable non-UK laws, then the Services and the Content are not available for subscription by you and are to that extent excluded from this agreement.
(C) You accept that if you are resident outside the UK, you must satisfy yourself that you are lawfully able to subscribe to the Services. Comply Serve parties accept no liability, to the extent permitted by applicable law, for any costs, losses or damages resulting from or related to the access or attempted access to the Services made from outside the UK or by persons who are nominees or trustees of citizens, residents or nationals of other countries.
11.6 Your use of the Services
Given the unpredictability of technology and the online environment, we cannot and do not represent, warrant or guarantee that the Services will be continuously available or free from infection, viruses or other code that has contaminating or destructive properties. You are responsible for ensuring that your computer system meets all relevant technical specifications necessary to use the Services and is compatible with our web site. You are responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular requirements for the accuracy and safety of data input and output.
11.7 Linked Web Sites
(A) On our web site we may link to or promote web sites or Services from other companies or offer you the ability to download software from other companies. A link to any other web site does not mean that we endorse the content or use of such web site, and opinions expressed within the Content are those of their authors and do not represent our opinions. You agree that we are not responsible for, and do not control, those web sites, Services and software. We make no representations and give no warranties whatsoever about any other web sites that you may access through the Services.
(B) Any concerns regarding any external link should be directed to its web site administrator or web master.
12. Termination
12.1 We may terminate the Subscription Agreement or suspend your use of the Services at any time by notice to you if you are in material breach, or we have reasonable grounds to believe that you are in material breach, of any of these terms and conditions, including without limitation the prohibition on sharing or disclosure of user names and passwords (clause 2) and the reproduction of Content (clause 4.1(D)).
12.2 If your breach is capable of remedy, we will give you notice and will not terminate in reliance on that breach if you remedy it within 30 days of the notice.
12.3 On expiry of your right to use the Services or termination for any reason, you must immediately cease to access the Services and must destroy all of copies of the Content in your possession.
13. General
13.1 We may assign novate or subcontract any or all of our rights and obligations under these terms and conditions at any time. However the protection of this Comply Serve agreement to Crossrail with regards to support for duration of the aforementioned term, will be regardless of what happens with ownership or subcontracting service provision.
13.2 We may make changes to these terms and conditions by giving at least 30 days written notice by means of a posting on our web site, www.complyserve.com. (A link to the posting will be available on the log-on screens for access to the Service; and you should ensure that you monitor the site at reasonable intervals during any extended periods when you are not using the Services.) If you reasonably consider such changes to be to your detriment, you may terminate the Services by written notice to us prior to such changes becoming effective and we shall on request refund to you the pro rata share of your prepaid Subscription Charge.
13.3 These terms and conditions together with the privacy policy, the purchase order and any payment instructions are the whole agreement between you and Comply Serve. You acknowledge and agree that you have not entered into this Agreement in reliance upon any warranty or representation made by us or any other person and you waive any rights to damages or rescission that you may have for misrepresentation (other than a fraudulent misrepresentation) not contained in the terms and conditions, privacy policy, purchase order and payment instructions.
13.4 If any provision or term of these terms and conditions shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such term or provision shall be divisible from the other terms and conditions and shall be deemed to be deleted from them.
13.5 Any dispute arising out of these terms and conditions and your use of our web site are governed by English law and you submit to the non-exclusive jurisdiction of the English courts.
13.6 Failure by either party to exercise any right or remedy under these terms and conditions does not constitute a waiver of that right or remedy.
13.7 These terms and conditions are not intended to benefit anyone other than the parties to it. No term shall be enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999).
14. Notices
14.1 Except as otherwise stated, you can give notice to us:
(A) by e-mail to
This e-mail address is being protected from spambots. You need JavaScript enabled to view it
; or
(B) by post to
Managing Director
Comply Serve Limited
Number 1, The Courtyard
Solihull B16 8LB
14.2 We can change these notice addresses from time to time by giving you notice (with immediate effect) or by posting a notice on our web-site (effective 30 days after posting).
14.3 We can give notice to you at the e-mail address or postal address stated on your order form. You can change these addresses with immediate effect from time to time by giving us notice.
14.4 Notice is given when it is received, except that if it is received during a weekend or on a public holiday then it is deemed given on the first following business day.
15. Replacement
15.1 These terms and conditions replace all other terms and conditions previously applying to the Services.
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