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TERMS & CONDITIONS

Please read the terms of this policy carefully before using this website.

 

These terms was last updated on: 15/06/2023

Please read these Terms carefully before You purchase a subscription to use Our TOPRisks product.

By opening an Account with Us for the use of TOPRisks You enter into a legally binding agreement with Us to use TOPRisks in accordance with these Terms. If You do not agree to these Terms, do not open an Account with Us for the use of TOPRisks.

 

 

1               About TOPRisks

1.1           TOPRisks is a subscription web based product offered by Us which identifies the top ten (10) most frequent risks commonly identified for particular business types and summarises those findings in a report which is electronically sent to You (Product). The Product is more particularly described on the Website.

1.2           The Product is not suitable for all risk types, for example an airport would not be suitable. Accordingly the Product only operates in respect of suitable risk types which are identifiable on the Website.

2               Definitions and Interpretation

2.1           Definitions:

Account: Your online account with Us which permits You access to the Product in accordance with these Terms.

Account Opening Date: the date You opened Your Account with Us.

Branch: the branch / office specified by You when You registered for Your Account.

Business: the business or trading entity which is the subject of the Report.

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

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Report: the report generated by the Product relating to the Business.

Risk Free Period: has the meaning given in clause 5.3.

Subscription: the Subscription for the Product chosen by You pursuant to clause 4.

Subscription Fee: the annual or monthly fee payable for the applicable Subscription as referred to in clause 5.1.

Subscription Period: the duration of the Subscription.

Terms: these terms and conditions as amended from time to time in accordance with clause 8 and which apply to the contract between You and Us for Your use of the Product.

Website: www.toprisks.co.uk.

We, Us or Our: Riskstop Limited registered in England and Wales with company number 03962283. 

You: the broker accessing the Product via the Website.

2.2           A reference to legislation or a legislative provision:

2.2.1          is a reference to it as amended, extended or re-enacted from time to time; and

2.2.2          shall include all subordinate legislation made from time to time under that legislation or legislative provision.

 

3               Provision of the Product

3.1           During the Risk Free Period and, where applicable, the Subscription Period:

3.1.1          we shall use reasonable endeavours to make the Product available to You via the Website on a 24 hours a day / 7 days a week basis; and

3.1.2          you are permitted to use the Product to generate as many Reports as You wish.

3.2           A Report will be generated and sent to You within 24 hours of You submitting the Report request via the Website although in most cases this is likely to be within minutes.

3.3           Access to the Product during the Subscription Period is conditional on payment by You of the Subscription Fee when due.

3.4           All rights not expressly granted to You are reserved by Us. We reserve the right to make changes, modifications and enhancements to the Product from time to time.

 

4               Your Subscription

4.1           The duration of the Subscription depends on the type of subscription plan chosen by You.

4.2           Annual Subscription Plan

4.2.1          If you choose this plan the Subscription will remain in place for 12 months from the Account Opening Date (Initial Term) and shall automatically extend for a further 12 months (Extended Term) at the end of the Initial Term and at the end of each Extended Term unless no later than 30 days before the end of the Initial Term or the Extended Term You give Us written notice to terminate the Subscription at the end of the Initial Term or relevant Extended Term, as the case may be.

4.2.2          The Subscription may also be otherwise terminated by You or Us at any time in accordance with clause 12.2.

4.2.3          You will also have the option to change to the Monthly Subscription Plan at the end of the Annual Subscription Plan as described at clause 4.3 below.

4.3           Monthly Subscription Plan

4.3.1          If you choose this plan the Subscription will remain in place for the minimum term of 12 months from the Account Opening Date (Minimum Term), and thereafter indefinitely until You or Us end it in accordance with clause 12.2 or You end it by giving Us one months notice in writing after the expiry of the Minimum Term.

4.3.2          You must provide us with valid Credit Card details to use this plan as explained in clause 5.6.

4.3.3          If You cancel Your Credit Card for any reason or if it ceases to be valid / fails any payment request within the Minimum Term, then for any remaining monthly instalments that are still due within the Minimum Term, such outstanding unpaid period of the plan will be converted into a fixed term subscription plan with a fixed term of such remaining period with one up-front-fee calculated as the remaining unpaid months multiplied by the amount listed as the monthly subscription on the Website (Fixed Term Subscription Plan) and such amount shall become immediately due and payable by You.

4.3.4          By way of example only, if You cancel Your Credit Card after having made 6 monthly payments of the Monthly Subscription Plan, then the Subscription will be converted into a 6 month Fixed Term Subscription Plan with one up front fee. On the expiry of the Fixed Term Subscription Plan, the Subscription shall remain in place indefinitely until you or Us end it in accordance with clause 12.2 or you end it by giving us one months notice in writing.

5               Subscription Fees and Risk Free Periods

5.1           The Subscription Fee for each type of Subscription is:

5.1.1          in pounds sterling;

5.1.2          including VAT at the applicable rate;

5.1.3          as published on the Website.

5.2           Fees are Fixed: The Subscription Fee will not change during the Initial Term or the Minimum Term, as the case may be, but may change thereafter as provided in clause 5.3.

5.3           Increases in Fees: We may increase the Fees as follows:

5.3.1          If You are on the Annual Subscription Plan at the beginning of each Extended Term provided we have given You at least 14 days notice of such increase before the commencement of the Extended Term;

5.3.2          If You are on the Monthly Subscription Plan at least 14 days notice of such increase at any time.

5.4           Risk Free Period: On either of the Annual Subscription Plan or Monthly Subscription Plan, You will receive the first 30 days on a risk free basis (Risk Free Period). This means that if You cancel Your Account in the first 30 days from the Account Opening Date for whatever reason You will not pay any Subscription Fee.

5.5           Annual Subscription Plan: If following the Risk Free Period You choose the Annual Subscription Plan, You will need to pay for 12 months Subscription in one lump sum on expiry of the Risk Free Period. In this respect the 12 month period will be deemed to have commenced from the Account Opening Date. Your renewal date for each subsequent 12 month period will therefore be the anniversary of the Account Opening Date. When paying through the Website, You can pay by credit or debit card.

5.6           Monthly Subscription Plan: If following Your Risk Free Period you choose the Monthly Subscription Plan, You will need to pay the Subscription Fees in monthly instalments. The first monthly instalment will be due at the end of Your Risk Free Period and will relate to the period from the Account Opening Date. You will need to provide us with valid Credit Card details to pay this and the ongoing monthly instalments which will be taken from your Credit Card by Our automated credit card billing system. Your first monthly payment will therefore be a payment in arrears in respect of the one (1) month period from the Account Opening Date. We will continue collection of the monthly Fees from You via your Credit Card until You or We end the Subscription in accordance with clause 4.3.1. If Your Credit Card details change at any point during the Subscription, You must notify Us and provide us with new Credit Card details.

5.7           VAT: All amounts payable by You in respect of the Subscription are exclusive of amounts in respect of value added tax chargeable from time to time (VAT).  Where any taxable supply for VAT purposes is made by Us to You, You shall, on receipt of a valid VAT invoice from Us, pay to Us such additional amounts in respect of VAT as are chargeable at the same time as payment is due for the Fee.

5.8           If You fail to make a payment due to Us by the due date, You shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.  Interest under this clause 5.8 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

5.9           All amounts due pursuant to the Subscription 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).

6               Licence Restriction – Per Branch Only

6.1           Access to the Product is restricted to the Branch. It may only be used by authorized users of that Branch (Authorised Users) in relation to Businesses serviced by that Branch. You are not permitted to:

6.1.1          allow any users to use the Product other than the Authorised Users;

6.1.2          allow the Product to be used for any Business which is not serviced by the Branch. If You have additional branch offices that wish to use the Product, that branch will need to open a separate Account and purchase its own Subscription;

6.1.3          transfer Our Product to someone else.

7               Your Obligations / Acceptable Use Restrictions

7.1           You:

7.1.1          shall be responsible for keeping Your Account and passwords safe and secure. You must promptly notify Us of any unauthorised use or security breach of Your Account or the Product;

7.1.2          shall not attempt or seek to create any competing product to the Product;  

7.1.3          shall not share a Report with any third party other than Your client (being the owner or occupier of the Business) and/or any insurance underwriter which provides or is proposing to provide a policy of insurance for the Business. 

7.2           You must not (or permit or assist others to):

7.2.1          use the Product in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Product, or any operating system;

7.2.2          infringe Our Intellectual Property Rights or those of any third party in relation to Your use of the Product, including by the submission of any content or material (to the extent that such use is not licenced by these Terms);

7.2.3          treat, interact with, or communicate with any other user of the Product or Our staff in a way which is unlawful, or can reasonably be considered to be offensive, harmful, threatening, intimidating, abusive, harassing, menacing, hateful, or racially or ethically offensive, discriminatory or inflammatory;

7.2.4          use the Product in a way that could damage, disable, overburden, impair or compromise the Product, Our systems or security or interfere with other users; or

7.2.5          collect or harvest any information or data from the Product, Our systems, or attempt to decipher any transmissions to or from the servers running the Product.

8               Changes to These Terms

We may need to change these Terms from time to time, for example, to reflect changes in law or best practice. We will give You at least 30 days notice of any change by sending You an email with details of the change. We will also ask You to accept changes to our Terms when You next access Your Account. If You do not accept the changes, You will not be permitted to continue to use the Product and to the extent You have paid in advance for the use of the Product You may apply to Us for a refund, which will reflect the period the Product has been available to You prior to termination.

9               Disclaimer

9.1           You acknowledge that:

9.1.1          the purpose of the Product is to identify a range of most frequent risks commonly identified for the Business;

9.1.2          the Product is not intended to be advice on which You or any third parties should rely or base any underwriting decisions; and

9.1.3          to the extent such advice as referred to in clause 9.1.2 is required, a professional site survey of the Business should be undertaken.

9.2           You agree to indemnify Us and hold Us harmless against any loss or liability incurred by Us in connection with any claim made against Us by You or a third party in relation to any Report (where that third party was given access to the Report by You in breach of clause 7.1.3).

10            Intellectual Property Rights

10.1        All Intellectual Property Rights in or arising out of or in connection with the Product (other than Intellectual Property Rights in any materials provided by You) shall be owned by Us.

10.2        We grant to You, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the Risk Free Period and the Subscription Period (as applicable) to copy the Report for the purpose of receiving and using the Product.

10.3        You grant Us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by You to Us for the Risk Free Period and the Subscription Period (as applicable) for the purpose of providing the Product to You.

11            Limitation of Liability

11.1        You acknowledge that the Product is provided to You on an "as is" basis and that You assume sole responsibility for results obtained from the use of the Product by You, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information or instructions provided to Us by You in connection with the Product, or any actions taken by Us at Your direction.

11.2        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 these Terms.

11.3        We shall have no liability to You or any third party (whether in tort, by statute or however arising and whether or not arising out of Our negligence) in respect of any accuracy, error, omission, unfitness for purpose, defect or inadequacy of any kind whatsoever in the Report.

11.4        We are 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 You acknowledge that the Product and access thereto via the Website may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

11.5        Nothing in these Terms exclude Our liability for any liability which would be unlawful to exclude.

11.6        This clause 11 shall survive termination or expiry of the Risk Free Period or Subscription Period (as the case may be).

12            Termination

12.1        You may cancel Your Account and end your Risk Free Period at any time prior to the end of the Risk Free Period by giving Us written notice.

12.2        Without affecting any other right or remedy available to it, either party may terminate the Subscription with immediate effect by giving written notice to the other party if:

12.2.1       the other party commits a material breach of these Terms and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;

12.2.2       the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

12.2.3       the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

12.3        Without affecting any other right or remedy available to Us, We may suspend access to the Product if You fail to pay any Subscription Fee on the due date for payment, or You become subject to any of the events listed in clause 12.2.2 or 12.2.3.

12.4        On termination of the Subscription, You shall immediately pay to Us all of Our outstanding unpaid invoices and interest.

12.5        Termination or expiry of the Subscription shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination or expiry.

12.6        Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Risk Free Period or Subscription Period shall remain in full force and effect.

13            General

13.1        Force Majeure. Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control.

13.2        Assignment and Other Dealings. No party 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 these Terms.

13.3        Confidentiality. Neither the Report, nor any part or extract from it, may be included in any published document, circular or statement or otherwise by You without Our prior written approval of the form and context in which it may appear.

13.3.1       Each party undertakes that it shall not at any time during the Risk Free Period or the Subscription Period, and for a period of two years after termination or expiry of the Risk Free Period or the Subscription Period, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.3.2.

13.3.2       Each party may disclose the other party's confidential information:

(a)      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 these Terms. 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 13.3; and

(b)      as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3.3       Neither party shall use the other party's confidential information for any purpose other than to perform its obligations in these Terms.

13.4        Entire Agreement. These Terms together with any Account registration documentation constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13.5        Waiver. A waiver of any right or remedy under these Terms 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 these Terms 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.

13.6        Severance. If any provision or part-provision of these Terms are or become invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement

13.7        Notices.

13.7.1       Any notice given to a party under or in connection with these Terms 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 via the online notice options available on Your Account.

13.7.2       Any notice shall be deemed to have been received:

(a)      if delivered by hand, at the time the notice is left at the proper address;

(b)      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;

(c)      if sent via Your Account, the next Business Day after sending.

13.7.3       This clause 13.7 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.

13.8        Third Party Rights. Unless they expressly state otherwise, these Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Trial.

13.9        Governing Law and Jurisdiction. These Terms, 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 and 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 or these Terms or its subject matter or formation.

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