Hicomply's Terms of Use

Introduction

Welcome to Hicomply! We’re excited that you are considering using our product. Before you start using Hicomply we need you to read and accept these terms. We are keen to explain how everything works, and what you can expect from using our software without using too much jargon.

These terms set out your legal rights and obligations in our contract with you, so please do read everything. If you can’t agree to our terms, then you can’t use our services.

If you have any questions after reading these terms please contact [email protected] with your questions.

Our Services

Our services consist of all the services we provide now or in the future, including our online information security management system (the “Hicomply Platform”).

The Hicomply Platform comes in three subscription tiers, which we call "Foundations", "Professional", and "Professional Plus". Each subscription tier gives you access to certain features and one chosen information security framework/standard (and the associated templates) by default (which we call the "Base Features"). Hicomply supports many information security standards ("Frameworks"), and we are constantly looking to add new supported standards to the Hicomply Platform.

You can choose to purchase additional Frameworks, which are added to your own "Workspace" on our system. You can view the different Base Features and all currently supported Frameworks available under each subscription tier, along with associated pricing on our website by clicking [here]. We may change the Base Features and available Frameworks under each subscription tier from time to time, including to add new features and Frameworks or to discontinue certain features or Frameworks. We will endeavor to notify you before changing or discontinuing any Base Features or Frameworks relevant to your subscription tier.

Hicomply provides content for use within its products (which we call the “Materials”), The Materials shall refer to the templated documents, policies, procedures, reports, and any other intellectual property provided within the Hicomply Platform to you under this agreement. These materials are owned by us and are protected under copyright laws.

3. Subscriptions

All subscriptions for the Hicomply Platform are valid for one year from the date of sign-up, unless you have explicitly agreed to a longer subscription term. It is important to note that cancellation of the subscription can only be carried out through the platform's subscription management feature. If no action is taken, all subscriptions will automatically renew for successive one-year terms upon expiration. In the event that you wish to discontinue a subscription, it must be cancelled prior to its expiry. Please be aware that multiple subscriptions are permitted, but each subscription must be paid for separately.

4. Your Account, Workspace and Projects

When you sign up to use the Hicomply Platform, you will be asked to create an account on our system. You must take reasonable precautions to safeguard your account credentials. You can invite other users to join your Workspace so that they can collaborate on any information security "Projects" you have created, or to gain access to your company policies and procedures (we refer to these individuals as “Authorised Users”). You are responsible for all conduct by your Authorised Users when they are using the Hicomply Platform and associated Materials. You must immediately notify us if you believe or reasonably suspect that there has been any unauthorised access to, or use of, your account or the Hicomply Platform or Materials (by your Authorised Users or otherwise).

You can purchase additional Workspaces using the Subscription management features within the Hicomply Platform. Each additional workspace operates as its own subscription and will be charged separately.

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Conditions

1. Interpretation

The following definitions and rules of interpretation in this clause apply in these Conditions.

1. Definitions:

1. "Applicable Data Protection Laws"

means:

1. To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
2. To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which Hicomply is subject, which relates to the protection of personal data.

2. "Applicable Laws"

means:

1. To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom.
2. To the extent EU GDPR applies, the law of the European Union or any member state of the European Union to which Hicomply is subject.

3. "Authorised Users"

those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Materials.

4. "Business Day"

a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

5. "Change of Control"

shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly.

6. "Commencement Date"

the date of the Contract as determined according to clause 2.2.

7. "Conditions"

these terms and conditions as amended from time to time in accordance with clause 14.6.

8. "Contract"

the contract between Hicomply and the Customer for the supply of Services in accordance with these Conditions.

9. "Customer"

the person or firm who purchases Services from Hicomply.

10. "Customer Data"

the data inputted by the Customer, Authorised Users, or Hicomply on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.

11. "Customer Personal Data"

any personal data which Hicomply processes in connection with the Contract, in the capacity of a processor on behalf of the Customer.

12. "Materials"

the document made available to the Customer by Hicomply online via www.hicomply.com or such other web address notified by Hicomply to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.

13. "EU GDPR"

the General Data Protection Regulation ((EU) 2016/679).

14. "Heightened Cybersecurity Requirements"

any laws, regulations, codes, guidance (from regulatory and advisory bodies. Whether mandatory or not), international and national standards, and sanctions, which are applicable to the Customer relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.

15. "Hicomply"

Hicomply Ltd, a company registered in England and Wales with company registration number 12364000.

16. "Hicomply Platform"

Hicomply’s online information security management system.

17. "Initial Subscription Term"

unless agreed otherwise in the Order, twelve (12) months from the Commencement Date.

18. "Normal Business Hours"

8.00 am to 6.00 pm local UK time, each Business Day.

19. "Order"

the Customer's order for Services as set out in the Customer's written acceptance of a quotation by Hicomply or in a Hicomply Master Services Agreement ("MSA").

20. "Renewal Period"

the period described in clause 13.1.

21. "Services"

those services provided by Hicomply as set out in the Order, which may include the Hicomply Platform.

22. "Software"

the online software applications provided by Hicomply as part of the Services.

23. "Subscription Fees"

the subscription fees payable by the Customer to Hicomply for the Subscriptions, as set out in the Order.

24. "Subscription Term"

has the meaning given in clause 13.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

25. "Subscriptions"

the subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Materials in accordance with the Contract.

26. "Support Services Policy"

Hicomply's policy for providing support in relation to the Services as made available at https://auth.hicomply.com/identity/account/login or such other website address as may be notified to the Customer from time to time.

27. "UK GDPR"

has the meaning given to it in the Data Protection Act 2018.

28. "Virus"

any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

29. "Vulnerability"

a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

2. Interpretation:
   
   1. a reference to legislation or a legislative provision:
      
      1. is a reference to it as amended, extended or re-enacted from time to time; and
      2. shall include all subordinate legislation made from time to time under that legislation or legislative provision.
   2. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
   3. A reference to writing or written includes email.

2. Basis of contract
   
   1. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
   2. The Order shall only be deemed to be accepted when the Hicomply issues written acceptance of the Order or when signed by both parties when Order is a Master Services Agreement, at which point and on which date the Contract shall come into existence ("Commencement Date").
   3. Any samples, drawings, descriptive matter or advertising issued by Hicomply, and any descriptions or illustrations contained on Hicomply’s website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
   4. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
   5. Any quotation given by Hicomply shall not constitute an offer, and is only valid for a period of twenty (20) Business Days from its date of issue.
3. Subscriptions
   
   1. Subject to the Customer purchasing the Subscriptions in accordance with clause 9.1, the  restrictions set out in this clause 3 and the rest of these Conditions, Hicomply hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Customer to use the Services and the Materials during the Subscription Term solely for the Customer's internal business operations.
   2. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
      
      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      2. facilitates illegal activity;
      3. depicts sexually explicit images;
      4. promotes unlawful violence;
      5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
      6. is otherwise illegal or causes damage or injury to any person or property;

and Hicomply reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

3. The Customer shall not:
   
   1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Contract:
      
      1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Materials (as applicable) in any form or media or by any means; or
      2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or
   2. access all or any part of the Services and Materials in order to build a product or service which competes with the Services and/or the Materials; or
   3. use the Services and/or Materials to provide services to third parties; or
   4. subject to clause 14.3.2, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Materials available to any third party except the Authorised Users, or
   5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Materials, other than as provided under this clause 3 or
   6. introduce or permit the introduction of, any Virus or Vulnerability into the Services or Hicomply's network and information systems.
4. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Materials and, in the event of any such unauthorised access or use, promptly notify Hicomply.
5. The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

4. Services
   
   1. Hicomply shall, during the Subscription Term, provide the Services and make available the Materials to the Customer on and subject to the terms of the Contract.
   2. Hicomply shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
      
      1. planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
      2. unscheduled maintenance performed outside Normal Business Hours, provided that Hicomply has used reasonable endeavours to give the Customer at least six (6) Normal Business Hours' notice in advance.
   3. Hicomply will, as part of the Services and at no additional cost to the Customer, provide the Customer with Hicomply's standard customer support services during Normal Business Hours in accordance with Hicomply's Support Services Policy in effect at the time that the Services are provided. Hicomply may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at Hicomply's then current rates.
5. Data protection
   
   1. For the purposes of this clause 5, the terms "controller", "processor", "data subject", "personal data", "personal data breach" and "processing" shall have the meaning given to them in the UK GDPR.
   2. Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.
   3. The parties have determined that, for the purposes of Applicable Data Protection Laws Hicomply shall process the personal data set out in the Order as a processor on behalf of the Customer in respect of the processing activities set out in the Order.
   4. Without prejudice to the generality of clause 5.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of Customer Personal Data to Hicomply or lawful collection of the same by Hicomply for the duration and purposes of the Contract.
   5. In relation to the Customer Personal Data, the Order sets out the scope, nature and purpose of processing by Hicomply, the duration of the processing and the types of personal data and categories of data subject.
   6. Without prejudice to the generality of clause 5.2 Hicomply shall, in relation to Customer Personal Data:
      
      1. process that Customer Personal Data only on the documented instructions of the Customer, which shall be to process the Customer Personal Data for the purposes set out in the Order, unless Hicomply is required by Applicable Laws to otherwise process that Customer Personal Data. Where Hicomply is relying on Applicable Laws as the basis for processing Customer Processor Data, Hicomply shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Provider from so notifying the Customer on important grounds of public interest. Hicomply shall inform the Customer if, in the opinion of Hicomply, the instructions of the Customer infringe Applicable Data Protection Laws;
      2. implement the technical and organisational measures set out in the Order to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, which the Customer has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
      3. ensure that any personnel engaged and authorised by Hicomply to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
      4. assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to Hicomply), and at the Customer's cost and written request, in responding to any request from a data subject and in ensuring the Customer's compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      5. notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;
      6. at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the Contract unless Hicomply is required by Applicable Law to continue to process that Customer Personal Data. For the purposes of this clause 5.6.6 Customer Personal Data shall be considered deleted where it is put beyond further use by Hicomply; and
      7. maintain records to demonstrate its compliance with this clause 5.
   7. The Customer hereby provides its prior, general authorisation for Hicomply to:
      
      1. appoint processors to process the Customer Personal Data, provided that Hicomply:
         
         1. shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on Hicomply in this clause 5;
         2. shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of Hicomply.
      2. transfer Customer Personal Data outside of the UK as required for the Purpose, provided that Hicomply shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of Hicomply, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the UK Information Commissioner from time to time (where the UK GDPR applies to the transfer).
   8. Either party may, at any time on not less than 30 days' notice, revise this clause 5 with any applicable standard clauses approved by the EU Commission or the UK Information Commissioner's Office or forming part of an applicable certification scheme or code of conduct ("Amended Terms"). Such Amended Terms shall apply when replaced by attachment to the Order, but only in respect of such matters which are within the scope of the Amended Terms.
6. Third party providers
   
   1. The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Hicomply makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Hicomply. Hicomply recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Hicomply does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
7. Hicomply's obligations
   
   1. Hicomply shall perform the Services substantially in accordance with the Materials and with reasonable skill and care.
   2. Hicomply's obligations at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Hicomply's instructions, or modification or alteration of the Services by any party other than Hicomply or Hicomply's duly authorised contractors or agents. If the Services do not conform with the terms of clause 7.1, Hicomply will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
   3. Hicomply:
      
      1. does not warrant that:
         
         1. the Customer's use of the Services will be uninterrupted or error-free; or
         2. that the Services, Materials and/or the information obtained by the Customer through the Services will meet the Customer's requirements;
         3. the Software or the Services will be free from Vulnerabilities or Viruses; or
         4. the Software, Materials or Services will comply with any Heightened Cybersecurity Requirements.
      2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Materials may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
   4. The Contract shall not prevent Hicomply from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Contract.
   5. Hicomply warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Contract.
8. Customer's obligations
   
   1. The Customer shall:
      
      1. provide Hicomply with:
         
         1. all necessary co-operation in relation to the Contract;
         2. all necessary access to such information as may be required by Hicomply;
         3. all necessary and requested financial information, including but not limited to details of use of the Services, VAT details, location of the Customer; and
         4. in order to provide the Services, including but not limited to Customer Data, security access information, IP addresses of users and configuration services;
      2. without affecting its other obligations under the Contract, comply with all applicable laws and regulations with respect to its activities under the Contract;
      3. carry out all other Customer responsibilities set out in the Contract in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Hicomply may adjust any agreed timetable or delivery schedule as reasonably necessary;
      4. ensure that the Authorised Users use the Services and the Materials in accordance with the terms and conditions of the Contract and shall be responsible for any Authorised User's breach of the Contract;
      5. obtain and shall maintain all necessary licences, consents, and permissions necessary for Hicomply, its contractors and agents to perform their obligations under the Contract, including without limitation the Services;
      6. ensure that its network and systems comply with the relevant specifications provided by Hicomply from time to time; and
         
         1. acknowledge that Hicomply may reference the Customer's use of the Services, including displaying the Customer's name and logo on Hicomply's website and marketing materials.
            
         2. be, to the extent permitted by law and except as otherwise expressly provided in these Conditions, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Hicomply's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
   2. The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
9. Charges and payment
   
   1. The Customer shall pay the Subscription Fees to Hicomply for the Subscriptions in accordance with this clause 9 and the Order.
   2. The Customer shall provide all necessary information in respect of invoicing, billing, contact and payment details that Hicomply may request, including such information that Hicomply may need to establish the appropriate VAT or Sales Tax treatment for the Customer, whether in the UK or outside the UK.  The Customer warrants that all information given under this clause shall be accurate. 
   3. The Customer shall on the Commencement Date provide to Hicomply valid, up-to-date and complete payment information, depending on which payment method is chosen and specifically, as outlined below:, credit or debit card details or approved purchase order information acceptable to Hicomply and any other relevant valid, up-to-date and complete contact and billing details, as follows:
      
      1. If the customer has chosen to pay Subscription Fees monthly or quarterly, payment details for credit or debit card, or direct debit, must be used for automatic collection of each periodic invoice. Debit or  credit card details or direct debit information must be provided to Hicomply, and the Customer hereby authorises Hicomply to bill such payment method:  
         
         1. on the Commencement Date for the Subscription Fees payable in respect of the Initial periodic payment, and subsequently monthly or quarterly invoices for such subscriptions; and
         2. subject to clause 13.1, on each anniversary of the Commencement Date for the Subscription Fees payable in respect of the next Renewal Period; and
      2. Where the customer has chosen to pay via  annual invoices, its approved company and purchase order information to must be provided to Hicomply, Hicomply shall then invoice the Customer:
         
         1. on the Commencement Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
         2. subject to clause 13.1, on each anniversary of the Commencement Date for the Subscription Fees payable in respect of the next Renewal Period,

and the Customer shall pay each invoice within 30 days (or otherwise agreed) after the date of such invoice.

9.3.3 Where the Customer has chosen to pay Subscription Fees by way of annual invoices using a debit card, credit card, or direct debit, the Customer hereby authorises Hicomply to use such payment method for the automatic collection of all Subscription Fees payable in respect of each Renewal Period.

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4. If Hicomply has not received payment when due, (regardless of payment method selected), , and without prejudice to any other rights and remedies of Hicomply:
   
   1. Hicomply may, on no less than five (5) Business Days' notice to the Customer and without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Hicomply shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
   2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to three percent (3%) over the then current base lending rate of Barclays Bank Plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
5. All amounts and fees stated or referred to in the Contract:
   
   1. shall be payable in pounds sterling;
   2. are, subject to clause 12.3.2, non-cancellable and non-refundable;
   3. are exclusive of value added tax, which shall be added to Hicomply's invoice(s) at the appropriate rate; and
   4. shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). If any deduction or withholding is required by law, the Customer shall pay to the Supplier such amount as will, after the deduction or withholding has been made, leave the Supplier with the same amount as it would have been entitled to receive in the absence of a requirement to make a deduction or withholding.
6. Hicomply shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon sixty (60) days' prior notice to the Customer and the Order shall be deemed to have been amended accordingly.

10. Proprietary rights
    
    1. The Customer acknowledges and agrees that Hicomply and/or its licensors own all intellectual property rights in the Services and the Materials. Except as expressly stated herein, the Contract does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Materials.
    2. Hicomply confirms that it has all the rights in relation to the Services and the Materials that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Contract.
11. Indemnity
    
    1. The Customer shall defend, indemnify and hold harmless Hicomply against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Materials, provided that:
       
       1. the Customer is given prompt notice of any such claim;
       2. Hicomply provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
       3. the Customer is given sole authority to defend or settle the claim.
    2. Hicomply shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services or Materials in accordance with the Contract infringes any United Kingdom patent effective as of the Commencement Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
       
       1. Hicomply is given prompt notice of any such claim;
       2. the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Hicomply in the defence and settlement of such claim, at Hicomply's expense; and
       3. Hicomply is given sole authority to defend or settle the claim.
    3. In the defence or settlement of any claim, Hicomply may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract on two (2) Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
    4. In no event shall Hicomply, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
       
       1. a modification of the Services or Materials by anyone other than Hicomply; or
       2. the Customer's use of the Services or Materials in a manner contrary to the instructions given to the Customer by Hicomply; or
       3. the Customer's use of the Services or Materials after notice of the alleged or actual infringement from Hicomply or any appropriate authority; or
       4. the Customer's breach of the Contract.
    5. The foregoing and clause 12.3.2 state the Customer's sole and exclusive rights and remedies, and Hicomply's (including Hicomply's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
12. Limitation of liability
    
    1. Except as expressly and specifically provided in the Contract:
       
       1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Materials by the Customer, and for conclusions drawn from such use. Hicomply shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to Hicomply by the Customer in connection with the Services, or any actions taken by Hicomply at the Customer's direction;
       2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract; and
       3. the Services and the Materials are provided to the Customer on an "as is" basis.
    2. Nothing in the Contract excludes the liability of Hicomply:
       
       1. for death or personal injury caused by Hicomply's negligence; or
       2. for fraud or fraudulent misrepresentation.
    3. Subject to clause 12.1 and clause 12.2:
       
       1. Hicomply shall have no liability for any:
          
          1. loss of profits,
          2. loss of business,
          3. wasted expenditure,
          4. depletion of goodwill and/or similar losses,
          5. loss or corruption of data or information, or
          6. any special, indirect or consequential loss, costs, damages, charges or expenses; and
       2. Hicomply's total aggregate liability to the Customer (including in respect of the indemnity at clause 11.2), shall not exceed the Subscription Fees paid by the Customer in the twelve (12) months prior to the event giving rise to the liability. 
    4. References to liability in this clause 12 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    5. Nothing in the Contract excludes the liability of the Customer for any breach, infringement or misappropriation of Hicomply’s Intellectual Property Rights.
13. Term and termination
    
    1. The Contract shall, unless otherwise terminated as provided in this clause 13, commence on the Commencement Date and shall continue for the Initial Subscription Term and, thereafter, the Contract shall be automatically renewed for successive periods of 12 months (each a "Renewal Period"), unless:
       
       1. Hicomply notifies the Customer of termination, in writing, at least forty five (45) days before the end of the Initial Subscription Term or any Renewal Period, in which case the Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period;
       2. the Customer notifies Hicomply of termination via the Hicomply Platform’s subscription management feature at least forty five (45) days before the end of the Initial Subscription Term or any Renewal Period, in which case the Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
       3. otherwise terminated in accordance with the provisions of these Conditions;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
   
   1. the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment;
   2. the other party commits a material breach of any other term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;
   3. the other party suspends, or threatens to suspend, payment of its debts or:
      
      1. is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; 
      2. (being an individual) is deemed either unable to pay their debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or
      3. (being a partnership) has any partner to whom any of the foregoing apply;
   4. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
   5. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
   6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
   7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
   8. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
   9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
   10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within fourteen (14) days;
   11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2.3 to clause 14.2(j) (inclusive); or
   12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
3. Without affecting any other right or remedy available to it, Hicomply may terminate the Contract with immediate effect by giving written notice to the Customer if:
   
   1. the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or
   2. there is a change of control of the Customer.
4. On termination of the Contract for any reason:
   
   1. all licences granted under the Contract shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Materials;
   2. each party shall return and make no further use of any equipment, property, Materials and other items (and all copies of them) belonging to the other party;
   3. Hicomply may destroy or otherwise dispose of any of the Customer Data in its possession unless Hicomply receives, no later than ten days after the effective date of the termination of the Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Hicomply shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Hicomply in returning or disposing of Customer Data; and
   4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

14. General
    
    1. No partnership or agency.  Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
    2. Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
    3. Assignment and other dealings.
       
       1. Hicomply may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
       2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Hicomply.
    4. Confidentiality.
       
       1. Each party undertakes that it shall not at any time during the Contract, and for a period of two (2) years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.3.2.
       2. Each party may disclose the other party's confidential information:
          
          1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 14.41.3; and
          2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
       3. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
    5. Entire agreement.
       
       1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
       2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
       3. Nothing in this clause shall limit or exclude any liability for fraud.
    6. Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    7. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    8. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of this Contract deleted under this clause 11.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
    9. Notices.
       
       1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Order.
       2. Any notice shall be deemed to have been received:
          
          1. if delivered by hand, at the time the notice is left at the proper address;
          2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
          3. if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 14.9.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
       3. This clause 14.9 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
    10. Third party rights.
        
        1. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
        2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
    11. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
    12. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

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