These Terms of Use constitute a legally binding agreement made between a legal  entity on whose behalf you are authorised to act (“you”, “your”) and TConsult Ltd, doing business as Tax Compliance Toolkit (“Tax Compliance Toolkit“, “TCT”, “we”, “us”, or “our”), concerning your access to and use of the Tax Compliance Toolkit website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms of Use.

IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

Intellectual Property Rights

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United Kingdom, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for the use of the entity that you represent. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

User Representation

By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity, authority and you agree to comply with these Terms of Use on behalf of the entity that you represent; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site through automated or non-human means, whether through a bot, script or otherwise; (6) you will not request or issue access credentials to anyone who is not an employee or has no reasonable reason to access the system; (7) you will not use the Site for any illegal or unauthorised purpose; and (8) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

User Registration

You and authorised employees may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

Subscription, Products and Services

Access to, and use of the Site is granted subject to payment of a monthly subscription (“the Subscription”) payable on the seventh working day of each month in respect of that calendar month. If we do not receive payment, we may suspend or terminate your access to the Site until such time that payment is received.

Certain functionalities of the Site are included within the Subscription. We may change, add or delete services or products that are included in the Subscription subject to 90 days notice. The following are included within the Subscription:

• Site translation to Secondary Languages
• Dashboards
• Knowledge Base Search
• Regulatory Library Search
• Bookstore
• Raise of Concern Tool
• Project Management Tool
• Project Management Templates
  1. QI Application Project Template
  2. Application for KYC Approval Project Template
  3. Compliance Program Builder Project Template
  4. 1042-S / 1042 Reporting Project Template
  5. FATCA Reporting Project Template
  6. CRS Reporting Project Template
  7. Health Check Project Template
  8. QI Periodic Review Project Template
  9. Assessment of Effective Controls Project Template
  10. QI Certification Project Template
  11. FATCA Certification Project Template
• W-8 series checklist validation tool
• W-9 checklist validation tool
• Tax Relief API tool

Certain other functionalities of the Site are not included within the Subscription and will be charged at the fee rate applicable to that functionality, product or service. The Site will notify you and request confirmation to proceed if you select a separately chargeable functionality, product or service. If you confirm to proceed you will become liable to pay for the functionality, product or service at the then applicable fee rates. Applicable fee rates can be found at www.taxcompiancetoolkit.com/billing

Separately chargeable functionalities, products and services:

• Training courses
• Ask for an Opinion
• W-8 series Upload for validation
• W-9 Upload for validation
• Digital Investor Self Declaration
• US TIN Checks
• GIIN Checks
• EU TIN Format Checks
• 1042-S / 1042 reporting data processing
• Form 8966 reporting data processing
• CRS reporting data processing
• Conduct of Health Check (Interim Compliance Review)
• Conduct of Assessment of Effective Controls (AoEC)
• Tax Reclaim Processing
• Periodic Review under US Revenue Procedure 2017-15

Submissions

The conduct of certain functionalities, products and services may require you to upload and/or download documentation and/or data (“Submissions”) to or from the Site. We will treat all such information under the terms of our privacy policy.

We do not assert any ownership over your Submissions. You retain full ownership of all of your Submissions and any intellectual property rights or other proprietary rights associated with your Submissions. We are not liable for any statements or representations in your Submissions provided by you in any area on the Site, but we are entitled to rely on the presumption of accuracy and completeness of Submissions when provided for the purpose of providing a product or service. You are solely responsible for your Submissions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Submissions. You hereby warrant that any Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

We reserve the right to use comments, suggestions, ideas, feedback and other information that you provide for the purpose of improving the Site and/or delivery of functionality, products or services.

Timeliness

Where time is of the essence in the delivery of a product or service, e.g. tax information reporting data processing, we will not be liable for delay or failure to deliver the services, nor any related penalties,  where such failure or delay was caused in whole or part by your failure to meet deadlines or any obligations associated with the delivery of services.

Translations

All material on the Site is originally provided in English (“Base Language”). We provide functionality, via a third party, to allow you to translate the contents of the Site into other languages (“Secondary Languages”). We have used reasonable efforts when compiling material used at the Site to provide for meaningful and relevant translations into Secondary Languages. However, we cannot guarantee the quality or accuracy of any information at the Site that is provided in a Secondary Language. If you are unsure of the meaning of any information presented in a Secondary Language, please contact us at [email protected] or call your relationship manager.

Third Party Access Rights

You may grant a third party ‘View Only” access rights for a specified period of time and for the purpose of governance, oversight or a regulatory or contractual requirement. We may suspend or terminate a third party’s access rights at any time if we have reason to believe that the third party’s access is not for a legitimate purpose or that it (or your grant of access to a third party) breaches any other terms of the Site.

You may grant a third party “Functional” access rights for a specified period of time for the purpose of delivering services to you via the Site. You are responsible for the Third Party’s conduct in relation to the Site and they must agree to observe and meet all the obligations of these Terms of Use as if they were using the Site as a subscriber.

Fees and Payment

We accept the following forms of payment:

•  Bank Transfer

You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update accounts receivable information, including email address and contact person for delivery of invoices, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in UK Pounds Sterling.

We will invoice you on the first day of each month. Invoices will contain (1) amounts for services delivered in the prior month (arrears basis) and (2) for subscription fees for the month of invoice (pre-pay basis).

You agree to pay all charges or fees at the prices then in effect for your purchases within seven days.

We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site.

Cancellation

All purchases are non-refundable. You can cancel your subscription at any time by contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term.

If you are unsatisfied with our services, please email us at [email protected] or call us at +44 (0)1252 413551.

Prohibited Activities

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
2. Make any unauthorised use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretences.
3. Use a buying agent or purchasing agent to make purchases on the Site.
4. Use the Site to advertise or offer to sell goods and services.
5. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
6. Engage in unauthorised framing of or linking to the Site.
7. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
8. Make improper use of our support services or submit false reports of abuse or misconduct.
9. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
10. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
11. Attempt to impersonate another user or person or use the username of another user.
12. Sell or otherwise transfer your profile.
13. Use any information obtained from the Site in order to harass, abuse, or harm another person.
14. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavour or commercial enterprise.
15. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
16. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
17. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
18. Delete the copyright or other proprietary rights notice from any Content.
19. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
20. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
21. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
22. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
23. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
24. Use the Site in a manner inconsistent with any applicable laws or regulations.

Site Management

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

Privacy Policy

We care about data privacy and security. Please review our Privacy Policy: https://www.taxtoolstaging.wpengine.com/privacy. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is hosted in the United Kingdom. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United Kingdom, then through your continued use of the Site, you are transferring your data to the United Kingdom, and you agree to have your data transferred to and processed in the United Kingdom. If you transfer personally identifiable information (‘PII’) of individuals that are your employees or customers (“data subjects”) to the Site, we are entitled to assume that you have the explicit consent of your customers for such transfer in accordance with the European Union General Data Protection Regulation.

Investor Self Declaration

One of the tools within the Tax Compliance Toolkit is a digital Investor Self Declaration (‘ISD’) platform.

If you elect to use the ISD system you will be provided with a unique url link that you can provide to your customers. When your customers use the ISD system, they will create an electronically signed investor self declaration that serves as a substitute of one or more of (1) the US forms in the W-8 series, (2) the US form W-9, (3) substitute investor self declarations compliant with the OECD Common Reporting Standard and (4) the OECD Tax Relief and Compliance Enhancement Implementation Protocol (‘TRACE IP’).

You are acting in the capacity of Data Controller. You have, by means of the url link to the Investor Self Declaration (‘ISD’) site, instructed your client or prospective client ( the ‘Data Subject’) to provide us with personally identifiable information (PII).

We act in the capacity of Data Processor to receive, store and process PII on your behalf for the purpose of facilitating your obligations under various tax laws, regulations and to other third parties (also Data Processors) with whom you have a contractual relationship.

The Data Subject’s PII will be stored on computer servers in the United Kingdom over which we have control.

Following electronic signature of an ISD by a Data Subject, we will send you a copy of the signed ISD in portable document format (.pdf) by a transmission method to be determined by you. In the absence of a specific transmission method being nominated by you (and for which an additional payment may be required), you agree to receive pdfs of ISDs by email.

The Tax Compliance Toolkit (TCT KYC Dashboard), provides to with a means by which you can manage your obligation to verify and validate that the PII provided by the Data Subject conforms to other PII held by you under Know Your Customer (‘KYC’) and Anti Money Laundering (‘AML’) regulations. The results of this validation process will be stored in the TCT Due Diligence Dashboard. Neither the KYC Dashboard or the Due Diligence dashboard, nor any other part of TCT will store any PII of a Data Subject at any time.

You authorise us to provide (export) selected information (‘Standing Instruction’) about the Data Subject, only after you have validated the PII, to a third party Data Processor (data importer) to enable you to meet your contractual obligations to that party. The Data Subject will be required to acknowledge this possibility when using the ISD site.

We will retain an encrypted copy of the ISD for a period not to exceed four years from the end of the year in which it  was signed for the sole purpose of providing you with evidence of the information on the form on the date and at the time it was first signed. At the end of that period we will delete the data Subject’s PII.

You remain responsible to the fullest extent permissible by law, for the PII of the Data Subject and for the activities of Data Processors who act on your behalf.

By using the ISD and issuing urls to your customers, you agree to accept ISDs as conforming substitutes, in electronic form, with electronic signatures of the relevant tax forms for the purpose of you determining the tax status of an account holder or prospective account holder. You accept the certification text on each ISD as meeting the relevant regulatory requirements.

Copyright Infringements

We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.

Disclosures

YOU MUST NOTIFY US WITHIN SEVEN DAYS IF YOU BECOME AN INTERMEDIARY AS DEFINED IN EUROPEAN COUNCIL DIRECTIVE 2011/16 (“DAC6”) AND AMENDMENTS THERETO, OR IF YOU HAVE REASON TO BELIEVE THAT SUBMISSIONS AT OUR SITE MAY INCLUDE INFORMATION RELATED TO REPORTABLE TRANSACTIONS UNDER DAC6.

Term and Termination

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION (1) FOR BEING ACCUSED OR FOUND GUILTY OF ENGAGING IN OR FACILITATING TAX EVASION IN ANY COURT OF COMPETENT JURISDICTION OR (2) FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

Governing Law

These conditions are governed by and interpreted following the laws of the United Kingdom, and the use of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. TConsult Ltd and you both agree to submit to the exclusive jurisdiction of the English courts which means that you may make a claim to defend your rights in regards to these Conditions of Use only in the United Kingdom.

Dispute Resolution

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

Any dispute arising from the relationships between the Parties to this contract shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be London, United Kingdom. The language of the proceedings shall be English. Applicable rules of substantive law shall be the law of the United Kingdom.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilise class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorised use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the exclusive jurisdiction of that court.

Corrections

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

Disclaimers

OTHER THAN FOR THE PURPOSE OF DATA PROTECTION, we are not a regulated entity. we do not provide or offer tax, legal or investment advice. While we may provide non-legally binding opinion on industry matters, SYSTEMS and operational procedures based on our knowledge of regulatory frameworks and other general practices, these are not intended to, and within the context of the delivery of services associated with this site, shall not be construed to be advice of any kind. you acknowledge that the Services delivered using this site, are based on materials and regulations that may change rapidly over time, that we may not be provided with all relevant facts relating to any opinion, and therefore our opinions may not be current, accurate or correct, but that we will make reasonable efforts to ensure that such services are current, accurate and correct at the time they are delivered to you.

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

Limitations of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO £250,000.00.

Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Submissions; (2) your use of the Site; (3) your breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

User Data

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

Electronic Communications, Transactions and Signatures

Visiting the Site, sending us emails, submitting documents and/or data and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

Miscellaneous

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defences you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

Contact Us

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

The Chairman,
TConsult Ltd
30 Mill Lane, Yateley, Hampshire GU46 7TN
United Kingdom
Phone: +44 (0)1252 413551
[email protected]