Last updated: 16 October 2023
These Terms of Service are important as they record our obligations as the provider of the Website and Service and your obligations as a user of the Website and/or Service.
By accessing or otherwise using the Website or Service you are deemed to have accepted these Terms of Service, which shall form a binding agreement between you and us.
You must notify each of your Authorised Users of these Terms of Service and ensure that each of them strictly comply with such terms. You shall be responsible (and liable) for any failure of any Authorised User to comply with the Terms of Service (as if it were a breach by you of the Terms of Service).
All other capitalised terms not otherwise defined have the meaning given to them in clause 1.
We may vary or replace these Terms of Service from time to time, but we will provide you with notice of any variations via the Website or by email.
- Definitions and Interpretation
1.1 In these Terms of Service unless the context requires otherwise:
Account means an account within the Service registered by a Subscriber and enabling the Subscriber (and its Authorised Users) to use the Service.
Applicable Privacy Laws means the laws protecting the right to privacy that apply to either your or our processing of Personal Information, including (as applicable) the UK Data Protection Act 2018 (DPA), the United Kingdom General Data Protection Regulation (UK GDPR), and the General Data Protection Regulation (EU) 2016/679 (EU GDPR).
Authorised Use means the use of the Service for the purposes of the administration, management and Information storage for the Client the subject of the Subscription, and otherwise in accordance with the Terms of Service.
Authorised User means any person who has lawful and valid authority to access and use the Service, and includes the Subscriber, and any other person validly invited to access and use the Service on behalf of (or for) that Subscriber including a Client of that Subscriber.
Client means a company, organisation, person, or other entity that is the subject of the Service that the Subscriber has subscribed for.
Content means content, materials, data or other information made available to you (or your Authorised Users) via the Service, but excludes any Subscriber Information.
Fees mean the consideration payable by the Subscriber to Firmcheck for the Subscription, or such other fees which are payable for the use of the Service.
Firmcheck, we, us and our means Firmcheck Limited (company number 11997004), a company incorporated in London, England (the provider of the Service).
Internet means the series of interconnected computer networks which support the world wide web.
Personal Information means information about an identifiable individual, or an individual whose identity can be reasonably ascertained, from that information.
Service means the online management, administration and information storage services made available by Firmcheck to Subscribers via the Website.
Subscriber, you or your means the person who subscribes for a Subscription in respect of a Client, is the holder of an Account and who is responsible for the payment of the Fees in respect of that Subscription.
Subscriber Information means all data, information and documentation entered, inputted, uploaded by any of the Authorised Users to the Website and/or the Service or otherwise made available to Firmcheck by the Subscriber or any of its Authorised Users.
Website means any domain or subdomain owned and operated by Firmcheck, including the domains and subdomains of firmcheck.com.
- Access to the Service
2.1. Subject to your compliance with the Terms of Service (including payment of all Fees), we grant you a limited, non-exclusive, non-transferable and terminable right to access and use (and enable your Authorised Users to access and use) the Service strictly in accordance with the Terms of Service (and any other written terms expressly agreed between Firmcheck and you).
2.2. Your Subscription will commence on the date on which you register your Account, and will continue until terminated in accordance with these Terms of Service.
2.3. If you wish to access and use the Service, you must become a Subscriber and activate an Account. You must ensure that all information you (or your Authorised Users) provide in respect of your Account or Subscription is accurate, complete and up to date (and you must ensure you update such information as and when required to ensure such information remains accurate, complete and up to date at all times).
2.4. Firmcheck may suspend or terminate the Subscription if any information provided, or updated, is or becomes incomplete, inaccurate, false or misleading.
2.5. Only your Authorised Users may access the Service on your behalf. You may authorise any of your employees, contractors or representatives to be an Authorised User.
2.6. Your Authorised Users are only permitted access to the Service where your Subscription is current and you are up to date on payment of your Fees.
2.7. You must make your own arrangements for connection to the Internet for the purpose of accessing (and enabling your Authorised Users to access) the Website and the Service. This obligation includes making payment of all costs, charges and fees necessary to connect to the Internet.
2.8. You must (and must ensure that your Authorised Users) take all reasonable steps (including as expressly directed by Firmcheck) to maintain or preserve security of their access to the Website and use of the Service.
2.9. Access to the Service may be the subject of restrictions where Firmcheck reasonably considers such restrictions are necessary to ensure the efficacy or integrity of the Service. Firmcheck will endeavour to advise you of the extent and nature of any restrictions prior to you obtaining a Subscription.
2.10. You must ensure that your Authorised Users:
2.10.1 only access the Service using the username and password that they register from time to time with the Service;
2.10.2 keep all usernames and passwords required to access and use the Service secure and confidential. All access to the Website and use of the Service by the use of an Authorised User’s username and password is deemed to have been by the Authorised User;
2.10.3 immediately reset their password if they suspect a breach of security. This can be done by changing their password using the Website. If unable to do this they must request Firmcheck to reset their password.
- Use of the Service
3.1. You must (and you must ensure that your Authorised Users) only access and use the Service for Authorised Use.
3.2. You agree:
3.2.1. to use (and ensure your Authorised Users uses) the Website and Service strictly in the manner anticipated by the Website and these Terms of Service;
3.2.2. not to (and to ensure that your Authorised Users do not) modify, copy, distribute, transmit, display, perform, reproduce, publish, licence, create derivative works from, transfer, or sell or re-sell the Service or its Content;
3.2.3 not to (and to ensure that your Authorised Users do not) copy, adapt, reproduce or reverse engineer any computer software used by Firmcheck to provide the Service and Website;
3.2.4. not to use (and to ensure that your Authorised Users do not use) the Service for any illegal purpose;
3.2.5. not to (and to ensure that your Authorised Users do not) distribute through the Service or Website any attachments, documents, data or files that: (i) infringe on any copyright, patent, trade secret, trademark or other third party proprietary rights; (ii) violate any law (including any Applicable Privacy Laws), statute, ordinance or regulation; or (iii) are defamatory, libellous or obscene;
3.2.6. to ensure that any information you (and your Authorised Users) provide in connection with your Account and use of the Service and Website is accurate and current, and that you will promptly notify us of any change in such information;
3.2.7. to use (and ensure your Authorised Users use) the Service and Website in a way that does not damage, disable, overburden, or impair the Service;
3.2.8. not to attempt to modify, translate, adapt, edit, decompile, disassemble, reverse engineer or undermine the integrity, functionality or security of the Website or the Service, or the computer systems used to provide the Website and Service.
3.3. You may not access the Service if you are a direct competitor of ours, except with our prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
3.4. You acknowledge and agree that the Service is a tool made available by Firmcheck to assist you with your administration and management of AML and risk, and it is expressly recorded that the Service does not constitute the provision, or substitution, of legal or accounting advice.
3.5. Firmcheck will act upon any validly given instructions from the Subscriber. Where for any reason there is no Subscriber, Firmcheck will act upon the unanimous instruction of all Authorised Users of the relevant Client.
- Fees and Payment
4.1. The Subscriber must make payment of the Fees in accordance with the payment option selected by the Subscriber when registering for the Subscription.
4.2. If any Fees are overdue and Firmcheck is required to take action to recover the overdue Fees then the Subscriber will be responsible for all reasonable costs, including any legal costs, incurred by Firmcheck in obtaining payment of the Fees.
4.3. Firmcheck may suspend access to the Website and the Service to all your Authorised Users where your Fees are unpaid on the due date for payment.
4.4. Unless otherwise agreed between Firmcheck and the Subscriber, any discount that we have agreed to apply will be calculated on the basis of Subscriptions that are current and have been invoiced at the time the discount is applied.
4.5 Any failure of Firmcheck to invoice for a Subscription Fee will not absolve the Subscriber’s liability in respect of the Fees associated with that Subscription.
- Subscriber Information
5.1. As between you and us, all Subscriber Information will be (and will remain) owned by you. However, you grant to us a licence to access, use and disclose all Subscriber Information for the purposes of providing the Service and otherwise exercising our rights under these Terms of Service, enhancing and developing the Website, the Service and communicating with you about the Service and any other matters that may be of interest. We may also disclose Subscriber Information (including Personal Information) in connection with a proposed purchase or acquisition of our business or assets, where required by an applicable law or any court, or in response to a request by a legitimate law enforcement agency.
5.2. You also grant to us a non-exclusive irrevocable licence to copy, anonymise, aggregate, process and display Subscriber Information to derive anonymous statistical and usage data, and data about the functionality of the Website and the Service, provided such data cannot be used to identify you, your Authorised Users (Anonymous Data), for the purposes of combining or incorporating such Anonymous Data with or into other similar data and information available, derived or obtained from other clients, licensees, users, or otherwise (when so combined or incorporated, referred to as Aggregate Data). We will own all right, title, and interest in Aggregate Data.
5.3. You warrant and represent that:
5.3.1. you have the right to grant the licences in clauses 5.1 and 5.2 in respect of all of your Subscriber Information, and inputting, using and disclosing your Subscriber Information in the manner anticipated by these Terms of Service and the Service; and
5.3.2. use of your Subscriber Information by us, you or any other Authorised User in connection with the Service (and as otherwise anticipated by the Terms of Service) will not breach any laws or the rights (including intellectual property rights) of any person.
5.4. You are solely responsible for maintaining a copy of all of your Subscriber Information. We have in place for our own purposes policies and procedures to prevent data loss (and recovery), but do not make any guarantee around loss or corruption of Subscriber Information and, as such, we expressly exclude any liability (to you, your Authorised Users) for any loss or corruption of Subscriber Information. You acknowledge and agree that the Internet is inherently insecure and that, in particular, technical issues and system maintenance issues may result in the loss or corruption of Subscriber Information.
5.5. You acknowledge that the operation of the Website and Service depends on the entry by your Authorised Users of accurate, complete and up to date Subscriber Information.
6.1. We collect and process your Personal Information and the Personal Information of your Authorised Users when you (or your Authorised Users, as applicable) access or use the Website, the Service or otherwise interact with us. In order to provide you with the Service (and improve on it), we may also collect certain information about the performance of the Website, the Service and your (and your Authorised Users) use of the Website and Service.
6.3. You must:
6.3.1. comply (and ensure compliance by your Authorised Users) with all Applicable Privacy Laws in connection with the collection, use and disclosure of any Personal Information of any person and. As part of such compliance, you acknowledge and agree that be accepting these Terms of Service, you are also agreeing to the terms of the Data Processing Addendum (to these Terms of Service).
6.3.2. not (and will ensure your Authorised Users do not) use the Website or the Service in a way that violates (or may be considered inconsistent with) the privacy, rights or civil liberties of any person (including in a way that prevents the exercise of them);
6.3.3. in connection with your use of the Service and protection of your Account, implement and actively manage appropriate security arrangements, including physical security, password and encryption tools, reputable anti-virus software and other reasonable security measures specified by us from time to time;
6.3.4. not (and will ensure your Authorised Users do not) share another person’s Personal Information without that person’s explicit permission;
6.3.5. obtain all consents from all individuals necessary under applicable laws (including Applicable Privacy Laws), for us to process and/or disclose any Personal Information included in Subscriber Information as necessary to perform the Service and otherwise comply with our obligations and exercise our rights under these Terms of Service, and you must ensure that such consent is obtained from the correct person;
6.3.6. notify us without undue delay if any Authorised User withdraws his or her consent, or any part of their consent, or objects to any processing of his or her Personal Information. This shall include any withdrawal of consent, or objection received by you (or any Authorised User) from a person to whom the Personal Information relates;
6.3.7. upon becoming aware of any unauthorised access, use or disclosure of Personal Information, or any other breach, or suspected breach, of your (or our) security safeguards, notify us without undue delay and provide timely information relating to the incident as it becomes known or as is reasonably requested by us; and
6.3.8 not upload or transfer (or enable your Authorised Users to upload or transfer) “sensitive data” (as that term is defined in Applicable Privacy Laws) to the Website or Service.
6.4. We will maintain commercially reasonable administrative, physical and technical safeguards designed for the protection, confidentiality and integrity of your Personal Information in our possession. If we introduce security features to make your Account more secure, you will be required to adopt those features, unless we make them optional (in which case, you are responsible and liable for the consequences of not using those features).
6.5 If we become aware of any unauthorised access to any of the Personal information of your Authorised Users in our possession, we will let you know and give you information about what has happened. Depending on the nature of the unauthorised access, and the location of the affected individuals, you (as the data controller) may be required to assess whether the unauthorised access must be reported to the individual and relevant authority, as you will be best placed to make this decision.
7.1. We will make every reasonable effort to keep your Subscriber Information secure. We will not disclose your confidential information except:
7.1.1. to our personnel and any service providers that we work with where necessary to operate the Website or the Service;
7.1.2. in accordance with the Terms of Service;
7.1.3. if required or permitted by law; or
7.1.4. where you (or your Authorised Users) otherwise give us permission to do so.
7.2. Nevertheless, because internet transmissions cannot be guaranteed to be 100% secure in all aspects (including in relation to unauthorised use and disclosure of Subscriber Information) and accidental disclosure of data can occur as a consequence of system maintenance and/or other technical issues outside our reasonable control, you acknowledge and agree that you use the Website and the Service at your own risk, and you should only proceed to use the Website and/or the Service if you accept this condition.
7.3. You shall be liable for all action taken by any person that has obtained access to your Account (whether they have authorised such access or otherwise) and agree to notify us immediately of any unauthorised use of your Account, or other breach of privacy or security.
8.1. Title, copyright and all other proprietary rights in the Website, the Service, the Content any software or intellectual property used by us to develop and provide the Service, and any associated updates or documentation (and all parts and copies thereof) will remain with us.
8.2. If you provide us with ideas, comments or suggestions relating to the Website and/or the Service (together feedback):
8.2.1. we may use or disclose the feedback for any purpose; and
8.2.2. all rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us.
- Disruption of Service
9.1. We will take all reasonable steps to ensure that the Service functions as intended. However, you acknowledge that your access to the Service may be disrupted as a result of a malfunction, updating, maintenance or repair of the Website or Service or for other reasons outside our control.
9.2. To the extent permissible at law, we shall not be liable for any loss or damage caused or suffered (by you, your Authorised Users or any Client) as a result of any partial or total breakdown of, or inability to use, the Website or the Service, unless caused by our negligence. We will use reasonable endeavours to promptly address technical issues that arise in relation to the Website or the Service.
9.3. You agree that use of the Service is at your own risk and that we do not warrant that the Service will meet your specific requirements, or that use of the Service will be uninterrupted, timely, secure, or error-free. Our obligation in clause 9.1 is in lieu of all other warranties in respect of the Website and the Service. To the maximum extent permitted under applicable law, all other warranties, condition and representations, whether express, implied or verbal, statutory or otherwise, and whether arising under these Terms of Service or otherwise, are excluded (including, without limitation, the implied warranties of merchantability, non-infringement and fitness for a particular purpose).
9.4. We’ve invested in safeguards to do our part to help keep the service secure and available to you. However, no method of electronic storage or transmission is completely secure and robust and we cannot absolutely guarantee service availability and data security.
10.1. You may cancel your Subscription at any time by following the prompts within the Website or the Service. There will be no refund or credit given for any unused time on the Subscription.
10.3. Upon termination of your Subscription (for any reason):
10.3.1. you acknowledge and agree that no Fees (paid in advance and which relate to the period following termination such as any unused time on the Subscription) will be refunded to you;
10.3.2. you must immediately cease (and ensure all your Authorised Users immediately cease) to access or use the Service, and destroy all access codes or passwords related to the Service and our Confidential Information in your possession or under your control;
10.3.3. Your Content and Subscriber Information is archived and the data submitted or created by you is no longer available to you. We will remove your personal data from the Service within 60 days of the date on which your Subscription ends or at any time if you request us to stop using it. Subscriber Information that has been deleted will no longer be retrievable by you or us;
10.3.4. access to your Account shall be removed from the Website.
10.4. Any termination will be without prejudice to any prior breaches by you of these Terms of Service and, any provision of these Terms of Service intended to survive termination shall survive.
11.1. We may suspend access to the Website and the Service at any time:
11.1.1. for such time as is necessary to carry out maintenance we consider (acting reasonably) to be necessary or desirable;
11.1.2. to reduce or prevent interference with the Website or the Service, or a breach of any applicable law; or
11.1.3. if required to do so as a result of a direction by any Government, law enforcement or other authority.
12.1. You agree to indemnify us against any and all liabilities, costs (including reasonable legal fees), claims, demands or damages incurred or suffered as a result of or in connection with any:
12.1.2. your (or any of your Authorised Users) unauthorised use of the Website, the Service or any Content;
12.1.3. violation of any privacy, intellectual property rights or other rights of a third party (including any Client) by you, your Authorised Users or any person using your Account.
- Limitation of liability
13.1. In no event or circumstances shall either you or Firmcheck be liable to the other, whether under contract, tort, strict liability, negligence or otherwise at law for any special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, or for any loss of data, loss of profit or anticipated revenue, however caused.
13.2. To the extent permissible at law our total liability for any loss arising from or in connection with these Terms of Service, the Website, the Service or Content, will not in any circumstances exceed (in aggregate) the Fees paid by you for your subscription in the 12 months immediately preceding the date under these Terms of Service during the terms of your Subscription, for which the liability directly relates to.
- Use of third parties
14.1. You agree that we may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Website and the Service and store and manage Content.
15.1. The Website and Service may provide links to other sites or resources. Because we have no control over such sites and resources, you acknowledges and agree that we:
15.1.1. are not responsible for the availability of such external sites or resources, and do not endorse and are not liable for any content, advertising, products or other materials on or available from such sites or resources; and
15.1.2. will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
16.1. These Terms of Service may be amended or replaced from time to time, on notice to you (either by posting updated Terms of Service on the Website or by email). Any updated Terms of Service become effective as soon as they are posted.
16.2. If you do not agree to the updated Terms of Service you may cancel your Subscription (on notice to us).
17.1. Neither party will commence any court or arbitration proceedings relating to a question, difference or dispute relating to these Terms of Service or the Service (Dispute) unless you have first complied with this section.
17.2. Where any Dispute arises, you (or your representative) and Firmcheck will negotiate in good faith in an attempt to resolve the Dispute amicably.
17.3. Where the Dispute cannot be resolved by way of good faith negotiations within 14 days (or such longer period agreed by you and us) of negotiations commencing, either you or we can elect to mediate, the parties will immediately be deemed to have submitted the Dispute to mediation by a single mediator agreed upon in writing by the parties or (if the parties are unable to agree on a mediator within 7 days after the submission to mediation) nominated by the President for the time being of the UK Law Society. In the event of any submission to mediation:
17.3.1. the mediator will not be acting as an expert or as an arbitrator;
17.3.2. the mediator will determine the procedure and timetable for the mediation; and
17.3.3. the parties will share equally the cost of the mediation.
17.4. If the Dispute cannot be resolved by way of mediation then either party may initiate arbitration or litigation in London, England.
17.5. Nothing in this section will preclude a party from taking immediate steps to seek urgent injunctive relief before an appropriate court.
18.1. These Terms of Service shall be governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the Courts of England and Wales for any matter arising under or relating to these Terms of Service. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
18.2. We may transfer, assign or sub-license our obligations under these Terms of Service and our rights and obligations without your consent.
18.3. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision shall be limited or removed to the minimum extent necessary so that these Terms of Service shall otherwise remain in full effect.