TERMS AND CONDITIONS

These Terms and Conditions, together with our Privacy, Cookie and Data Policies, set out the legal basis on which we allow our customers to access the RISC Vision Platform.  This version of our Terms and Conditions was published on 1 July 2020.

1. Definitions
Account
means an account in the name of a single employee of the Customer, granting access to the RISC Vision Platform using an individual password;

Business Day means a day other than a Saturday, Sunday or bank or public holiday in England;Claim means a claim against you which may give rise to a liability under the indemnity described in paragraph 13.3;

Cookie Policy means our cookie policy, the latest version of which is available at https://www.riscvision.com/cookie-policy

Customer means the business subscribing for access to the RISC Vision Platform, as set out in the Subscription Details;

Customer Data has the meaning given such term in paragraph 8.3;

Data Policy means our policy in relation to the processing of personal data on your behalf, the latest version of which is available at https://www.riscvision.com/data-policy;

Fee(s) means our charges for your Subscription, pursuant to your Subscription Details and the Pricing Terms;

Force Majeure Event has the meaning set out in paragraph 15.2;

Our Agreement has the meaning set out in paragraph 3.1;

Policies means the Cookie Policy, the Data Policy and the Privacy Policy (in each case, as updated from time to time);

Pricing Terms means our standard pricing terms as updated from time to time, the latest version of which is available at https://riscvision.com/pricing;

Privacy Policy means our privacy policy, which explains how we will use any personal data your Users provide us with, the latest version of which is available at https://www.riscvision.com/privacy-policy;

Renewal Date has the meaning set out in paragraph 6.6;

RISC Vision Data means any information acquired from the RISC Vision Platform;

RISC Vision Platform means the web-based platform located at https://platform.riscvision.com/, through which we enable our customers to monitor Target Companies;

Service Package means, in relation to each of your Target Companies, the relevant monitoring service package you have selected as part of your Subscription.  Details of our different service packages can be found at https://www.riscvision.com/pricing.

Subscription means your subscription to the RISC Vision Platform, as set out in your Subscription Order (or as changed from time to time in accordance with these Terms);

Subscription Details are the specific details of your Subscription, including the name of the Customer, the Target Companies (and the relevant Service Package for each), the Fee, and any other conditions which apply to your Subscription in particular;

Subscription Order means the order under which you purchase your Subscription;

Target Company means any registered legal entity you have selected to monitor on the RISC Vision Platform as part of your Subscription;

Terms means the terms and conditions set out in this document, as updated from time to time;

Third Party Data means data, information or content originally created or compiled by a party other than you or us (including, without limitation, information relating to credit scores or credit limits, which we source from third parties);

User means any employee or former employee of the Customer in whose name an Account has been registered;

Virus means any virus, disabling code (including code intended to limit or prevent any use of any software or system) or other malicious software (including malware, trojan horses, ransomware and spyware);

we, our and us mean RISC Vision Limited, a company registered in England and Wales under company number 11300585;

Website means https://www.riscvision.com;

you and your means the Customer.

2. Who we are
2.1 We operate the RISC Vision Platform and the Website https://www.riscvision.com and associated domains.  We are RISC Vision Limited, a company registered in England and Wales under company number 11300585.2.2 If you want to contact us, you can reach us by telephone on +44 7881 288 422 or by email at support@riscvision.com. However, please note that any formal notice which you want to serve under these Terms must be served in accordance with paragraph 16.

3. Our contract with you
3.1 The legally binding contract between you and us comprises your Subscription Details, together with these Terms and our Policies, in each case as updated from time to time (our Agreement). Our Agreement constitutes the entire agreement between you and us in relation to your Subscription.  It supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

3.2 By using the RISC Vision Platform, you are agreeing to adhere to these Terms and our Policies. If you do not agree to these Terms or our Policies, you must not use or access the RISC Vision Platform.

3.3 By subscribing to use the RISC Vision Platform, you are confirming that you are not relying on any statement or representation (whether made innocently or negligently) that is not set out in our Agreement.

3.4 Neither you nor we will be entitled to claim for innocent or negligent misrepresentation or negligent misstatement in respect of any statement in our Agreement.

4. Changes to our agreement
4.1 We are entitled to change any of the provisions of our Agreement from time to time.  We will inform you in writing when we want to make any such change.

4.2 Any such change will take effect on your next Renewal Date unless, before your next Renewal Date, you notify us in writing that you do not agree to the change (in which case your Subscription will terminate on your next Renewal Date).

5. Changes to your subscription details
5.1 You can change your Subscription Details at any time in the ‘portfolio builder’ section of the RISC Vision Platform, by adding or removing any Target Company or by choosing a different Service Package for any Target Company.

5.2 If you make any change in this way, the Fees for your Subscription will be changed in line with our Pricing Terms.

6. Our fees and monthly renewal
6.1 The Fees that apply to your Subscription are as set out in your Subscription Details (subject to any changes you make in line with paragraph 5).

6.2 The Fees, as quoted in the Pricing Terms, are exclusive of VAT. However, you must pay VAT on the Fees at the applicable rate from time to time.

6.3 We are entitled to increase the Fees at any time. However, we will notify you when this is going to happen and you will have the right to terminate your Subscription in accordance with paragraph 6.8.

6.4 When you submit a Subscription Order, or make any change to your Subscription Details which increases the Fees payable, we will arrange for the Fees to be debited from your payment card or other payment method you have arranged with us.

6.5 Your Subscription will then automatically renew on a monthly basis until our Agreement is terminated.

6.6 The date on which your Subscription renews is the “Renewal Date”. The Renewal Date is the same day of each calendar month as the date on which we first gave you access to the RISC Vision Platform under your current Subscription,  except that, if you first received access on the 29th, 30th or 31st of a month, your Renewal Date will be the 28th of each calendar month.

6.7 On or around each Renewal Date, we will automatically charge you the applicable Fees for the next month using the most recent payment method you have used to pay us. When we receive a payment from you, we will send you a receipt within around 5 working days.

6.8 You can change your Subscription in line with paragraph 5, or terminate your Subscription altogether, at any time.  However, you will not necessarily be entitled to any refund or discount of the Fees you have already paid in relation to any part of a month that falls after the change or termination.

6.9 We are entitled to terminate your Subscription for any reason by giving you at least one month’s written notice and your Subscription will then terminate on the next Renewal Date after expiry of that one month notice period.  We are also entitled to terminate your Subscription immediately if you commit a material breach of our Agreement (including, without limitation, if you fail to pay Fees on time or if your payment details are entered in error or do not go through for processing).

6.10 On termination of your Subscription:
         a. you no longer have any right to use the RISC Vision Platform or any RISC Vision Data; and
         b. you must also delete any RISC Vision Data that you have obtained (unless you are required by any applicable law to retain it, in which case you must not use it in any way other than strictly necessary.              for compliance with the relevant law).

6.11 Termination of your Subscription does not affect any accrued rights or liabilities of either party up to that point (including your obligation to pay any outstanding Fees).  The obligations in paragraphs 7, 8, 10, 12, 13, 14, 16, 17, 18, 19 and 20, and also in the Policies, will continue after termination of your Subscription.

7. Accounts and access
7.1 In order receive access to the RISC Vision Platform, each of your Users will need to register an Account linked to your Subscription. Each Account must be linked to a named email address for the User and prefixes aligned to departments or business units (e.g. 'admin@...' or 'accounts@...') are not permitted.

7.2 You must ensure that none of your Users does anything which causes you to breach our Agreement. If you or any User takes any such action, we will be entitled to terminate your Subscription and seek an appropriate legal remedy from you.

7.3 You must ensure that your Users do not allow anyone else access to their Account (including colleagues). It is your responsibility to ensure that the RISC Vision Platform is only used or accessed by Users with their own registered Accounts. We are entitled to monitor Account usage to check compliance with this paragraph 7.3.

7.4 Although the number of Accounts linked to your Subscription will not be limited, accounts are reserved for employees of the Customer only.  If any User ceases to be employed by you, you must arrange for their Account to be deactivated as soon as possible.7.5 Unless you have our prior written consent, you must not grant access to your Subscription or to the RISC Vision Platform to anyone outside your organisation. Please note that, if any changes are made to your Subscription after there has been a breach of this paragraph.

7.5, you will remain liable for the full amount of the Fees associated with the Subscription (e.g. you must pay extra Fees for any additional Target Company added to your Subscription, even if it was added by someone outside your organisation).

7.6 If you or any of your Users suspect that an Account has been compromised, or that something has been accidentally shared in breach of our Agreement, you must contact us immediately and inform us of the relevant facts, and take all steps requested by us to remedy the situation.

7.7 We reserve the right to terminate or suspend any Accounts, or your Subscription as a whole, with immediate effect if we decide (in our sole discretion) that you or any of your Users have failed to comply with any of the provisions of our Agreement. Should this be the case, you and your Users must continue to honour the terms of our Agreement with respect to any RISC Vision Data still in your possession or that of a User.

8. Permitted use
8.1 Unless you have our express written permission, you must not:
        a. reverse engineer, observe, study or test the functioning of or decompile the RISC Vision Platform or any part of it (or attempt, or allow any other party to attempt, to do any of these things);
        b. allow any person other than a User or other employee of the Customer to access RISC Vision Data;
        c. do anything which gives the impression that any RISC Vision Data belongs to you or was acquired other than through use of the RISC Vision Platform; or]
        d. use any of our trade marks, logos or trade names in any manner;

8.2 You must not use the RISC Vision Platform or RISC Vision Data:
        a. for any purpose or in any way that is unlawful under any applicable law or prohibited by these Terms;
        b. to commit any act of fraud;
        c. to distribute any Virus;
        d. for purposes of promoting unsolicited advertising or sending spam;
        e. to simulate communications from RISC Vision or another service or entity in order to collect identity information, authentication credentials, or other information (‘phishing’);
        f. in any manner that disrupts the operations, business, equipment, websites or systems of RISC Vision or any other person or entity (including any denial of service and similar attacks);
        g. in a way that competes, whether directly or indirectly, with us or our business;
        h. in any manner that harms or may endanger minors or any other person;
        i. to represent or suggest that RISC Vision endorses any other business, product or service unless RISC Vision has separately agreed to do so in writing;
        j. to gain unauthorised access to or use of any computers, data, systems, accounts or networks of any person;
       k. in any manner which may impair any other person's use of the RISC Vision Platform;
        l. to attempt to circumvent any security controls or mechanisms; or
        m. to attempt to circumvent any password or user authentication methods of any person.

8.3 If you or any User upload any data to the RISC Vision Platform or otherwise provide us with any data (Customer Data), it must at all times be:
        a. submitted lawfully and without infringement of any Intellectual Property Rights of any person;
        b. free of any Virus;
        c. factually accurate;
        d. provided with all necessary consents of all relevant third parties;
        e. not defamatory or likely to give rise to an allegation of defamation;
        f. not obscene, seditious, vulgar, pornographic, sexually explicit, discriminatory or deceptive;
        g. not abusive, threatening, offensive, harassing or invasive of privacy;
        h. not racist, sexist or xenophobic;
        i. not liable to offend religious sentiments or deeply held beliefs; and
        j. unlikely to cause offence, embarrassment or annoyance to any person.

8.4 Until your Subscription is terminated, you must at all times comply with all applicable laws relating to the use of the RISC Vision Platform, including laws relating to privacy, data protection and use of systems and communications.

9. Maintenance and support
9.1 We will use reasonable endeavours to notify you in advance of regularly scheduled maintenance. However, you may receive no advance notification for downtime caused by a Force Majeure Event or for other emergency maintenance.

9.2 If you encounter any defects in the RISC Vision Platform, you can tell us about these by contacting our helpdesk at: support@riscvision.com.

9.3 The RISC Vision Platform may include software, data and information provided to RISC Vision by third parties, and therefore the correction of errors and resolution of defects and other problems may require third party action and not be entirely within our control.

10. Indemnity
10.1 You hereby agree to indemnify us in relation to any claim, expense, liability, losses and costs (including legal fees) incurred by us and arising from any breach by you or your Users of our Agreement. This will not affect any other rights we may have.

11. Warranties
11.1 Subject to the remainder of this paragraph 11, we warrant that we will provide the RISC Vision Platform to you with reasonable care and skill.  If we fail to do this, we may (at our discretion) either attempt to rectify the issue within a reasonable time or refund a reasonable proportion of the Fees (and, so far as the law permits, you will not have any further legal remedy).  

11.2 Our warranty in paragraph 11.1 does not apply to the extent that any error in the RISC Vision Platform arises as a result of:
        a. any incorrect use, or any use other than as intended by us, of the RISC Vision Platform by you or any User;
        b. use of the RISC Vision Platform with other software or hardware with which it is incompatible;
        c. any act or omission of any third party;d. any breach by you of our Agreement.

11.3 So far as applicable law permits, we give no warranties and have no obligations to you other than as set out in these Terms.  Without limiting this, you should note that the RISC Vision Platform and its content is provided for general information only and is not intended to be used as the sole basis for any business or commercial decision.  It is not intended to amount to advice (of any nature) on which you should rely.  We recommend that you obtain professional advice before taking or refraining from any action based on content accessed through the RISC Vision Platform.

11.4 We do not endorse or support the completeness, accuracy, or reliability of any content accessed through the RISC Vision Platform.  If you become aware of any inaccurate or incorrect content, please let us know by email to support@riscvision.com.

11.5 You warrant and represent to us that:a. you have the legal right and ability to enter into our Agreement; andb. you are entering into our Agreement for business purposes only and you are not a consumer.

12. Our liability to you
12.1 Nothing in these Terms limits or excludes our liability for:
        a. death or personal injury caused by our negligence;
        b. fraud or fraudulent misrepresentation; or
        c. any other losses which cannot be limited or excluded under any applicable law.

12.2 Subject to paragraph 12.1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with our Agreement for:any loss of profits, sales, business, or revenue;loss or corruption of data, information or software;loss of business opportunity;loss of anticipated savings;loss of goodwill; orany indirect or consequential loss.

12.3 Subject to paragraph 12.1, our total liability to you in respect of all losses arising under or in connection with our Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Fees over the previous 6 month period or, if greater, 6 times the Fees in first month of your Subscription.

12.4 Subject to paragraph 12.1, we will not be liable for any loss or damage caused by a Virus that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or the RISC Vision Platform or due to your downloading of any content on them or on any website linked to them.

12.5 You hereby acknowledge that:
        a. we have no responsibility for the content, use or consequences of use of any Third Party Data (any Third Party Data provided via the RISC Vision Platform is provided without any representation or warranty from us);
        b. we have no responsibility for any unavailability or degradation of the RISC Vision Platform that arises from any changes in the availability or compatibility of any Third Party Data;
        c. you are solely responsible for your use of any Third Party Data;
        d. subject to our obligations under our Data Policy, it is your responsibility (and not ours) to ensure at all times that Customer Data complies with the requirements of our Agreement and that you are maintaining suitable backups and/or copies of Customer Data;
        e. we assume no responsibility for the content of websites linked on our Website, such links should not be interpreted as endorsement by us of those linked websites, and we will not be liable for any loss or damage that may arise from your use of them;
        f. the operation of the RISC Vision Platform may be subject to internet-related delays, interruptions, errors or other problems, and that these risks are inherent in cloud services and so we will have no liability for any such delays, interruptions, errors or other problems;
        g. we have no obligation to provide any services, systems or equipment required to access the internet (and you are solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by you in connection with use of the RISC Vision Platform); and
        h. we have no obligation to provide any legal, accounting or other professional or regulated services and no assurance is given that the RISC Vision Platform will comply with or satisfy any legal or regulatory obligation of any person.

13. Third party liabilities
13.1 Certain information on the RISC Vision Platform and the intellectual property rights relating to it may belong to other parties.

13.2 If you breach our Agreement, this may cause us to breach our agreements with these third parties. To the extent that the actions of you and your Users make us liable to such third parties, you must reimburse us to the extent of any such liability on a full indemnity basis.

13.3 If we determine that you have not breached our Agreement and that your actions did not contribute to any third party action, we will indemnify you against any action from such third party suppliers (subject to other provisions of our Agreement, including the limitations on our liability and the fact that we are not responsible for the content of any Third Party Data).

13.4 In order for us to be liable under the indemnity set out in paragraph 13.3, if any third party makes a Claim, or notifies you of an intention to make a Claim, you must:
        a. give us written notice within 5 Business Days, providing details of the Claim in reasonable detail;
        b. not make any admission of liability, agreement or compromise in relation to the Claim without our prior written consent;
        c. give us and our professional advisers access at reasonable times (on reasonable prior notice) to your premises and your officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within your power or control, so as to enable us and our professional advisers to examine them and to take copies (at our expense) for the purpose of assessing the Claim; and
        d. be deemed to have given to us the sole authority to avoid, dispute, compromise or defend the Claim.

14 Linking to our website
14.1 You may link to our website, provided you do so in a way that complies with the law, and does not take a form likely to damage our reputation or otherwise cause confusion in the mind of a reasonable user as to the identity of you versus us.

14.2 You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

14.3 You must not establish a link to our home page in any website that is not owned by you.

14.4 We reserve the right to withdraw linking permission without notice.

15. Force majeure events
15.1 We will not be liable for any breach, delay or default in the performance of our Agreement that is caused by a Force Majeure Event.

15.2 A Force Majeure Event means an event or sequence of events beyond our reasonable control, including (without limitation) any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet.

15.3 If a Force Majeure Event takes place that affects the performance of our obligations under our Agreement:
        a. we will let you know as soon as reasonably practicable; and
        b. our obligations under our Agreement will be suspended for the duration of the Force Majeure Event.

16. Notices
16.1 Any formal notice under our Agreement must be in writing and must be sent to a party’s registered office address, or (for notices to you) to the main email address linked to you Account, or (for notices to us) to support@riscvision.com. Notices may be given, and will be deemed received:
        a. by properly paid-for post: 5 Business Days after posting (on the basis that many of our customers will be sending notices from outside the UK);
        b. by hand: when signed for on behalf of the recipient;
        c. by email: on receipt in the correct mailbox.

16.2 This paragraph 16 does not apply to notice given in legal proceedings, arbitration or other dispute resolution proceedings.

16.3 To be clear, anything required in our Agreement to be “written” or “in writing” may be sent by email.

17. Confidentiality
17.1 Unless we give you written consent to the contrary, you must keep all information relating to our Agreement confidential.  If you discover that any of our confidential information has been disclosed without our consent, you must notify in writing us as soon as possible.

17.2 We will not disclose or use your Customer Data for anything other than meeting our obligations under our Agreement (except if you have given us written permission or we are required by law to make a disclosure).

18. Your trade marks
18.1 If you give us permission in writing, we may use your logo or mark in our marketing material for the duration of your Subscription to show that you are our customer. However, you must indemnify us against all costs, claims, damages, losses and expenses should there be any claim that your logo or mark infringes any intellectual property rights belonging to a third party.

19. Intellectual property rights
19.1 We are the owner or the licensee of all intellectual property rights on the RISC Vision Platform, and in the material published on it. It is not intended that any intellectual property rights are transferred or licensed to you as part of our Agreement.

19.2 If you (or any of your Users) acquire any intellectual property rights, or related rights, in relation to the RISC Vision Platform and/or the material published on it, you must transfer those to us (or to a third party nominated by us) at our request.

19.3 You grant us a royalty-free, non-transferable, non-exclusive licence to use the Customer Data to the extent necessary to perform our obligations under our Agreement.

20. Other important terms
20.1 We may transfer our rights and obligations under our Agreement to another party but we will notify you if this happens.  You do not have any equivalent right, unless we expressly agree to it in writing.

20.2 No one other than you and us shall have any right to enforce any provision of this Agreement.

20.3 If any provision of our Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of our Agreement will not be affected.

20.4 If we fail to exercise, or delay in exercising, any right or remedy provided by law or under our Agreement, this will not constitute a waiver of that right or remedy, nor will it preclude or restrict any future exercise of any right or remedy. No single or partial exercise of any right or remedy will prevent any future exercise of it or the exercise of any other right or remedy.

20.5 Nothing in our Agreement constitutes, or will be deemed to constitute, a partnership or agency relationship between you and us.

20.6 Our Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales.

20.7 We both irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with our Agreement or its subject matter or formation (including non-contractual disputes or claims).