Terms of use

These Terms of Use, together with any documents referred to in them (including our Privacy Policy), constitute a legal agreement between Continuity Partner Ltd (trading as ‘TrackMyRisks’), whose registered office is situated at 31 Cattle Market Street, Norwich, Norfolk, NR1 3DY with registered company number 09048129, and visitors to or registered users of (as the case may be) TrackMyRisks’ Website and TrackMyRisks’ online risk management Service that is available through the Website.

These Terms of Use set out the terms and conditions upon and subject to which You may access and use the Website and the Service.

By accessing or using the Website or the Service (which includes accessing or browsing any of TrackMyRisks’ websites and/or registering to use the Service), You agree to be bound by, and comply with, these Terms of Use and any other documents referred to in them. If You do not agree with or accept these Terms of Use or any part of them, or of any other documents referred to in them, you should stop using the Website and the Service immediately.

TrackMyRisks may update these Terms of Use from time to time in accordance with clause 20 below.

These Terms of Use were last updated on 30th August 2017.

Definitions

In these Terms of Use:

“Account” has the meaning given in clause 12.1 and includes, according to the context, Enterprise Accounts, Managed Accounts and Standard Accounts;
“Account Information” has the meaning given in clause 12.1
“Account Owner” means a person who registers to use the Service and is the primary billing contact for an Enterprise Account or a Standard Account;
“Applicable Law” means any and all applicable laws, statutes, orders, rules, treaties, decree, regulations, directives, edicts, bye-laws, schemes, warrants, other instruments made under or to be made under any statute, any exercises of the royal prerogative and codes of conduct and regulatory rules or guidelines, whether local, national, international or otherwise existing from time to time, together with any other similar instrument having legal effect in the relevant circumstances;
“Business Day” means a day other than a Saturday, Sunday or bank or public holiday in England;
“Business Hours” means between 9:00am and 5:30pm (UK time) on a Business Day;
“Confidential Information” means any and all confidential information, (whether in oral, written or electronic form) including commercial, technical, tactical or strategic information of any kind or any other information imparted in confidence or disclosed by one party to the other or otherwise obtained by one party relating to the other’s business, finance or technology, know-how, Intellectual Property Rights, assets, strategy, products and customers, including information relating to management, financial, marketing, technical and other arrangements or operations of any person, firm or organisation associated with that party;
“Content” has the meaning given in clause 5.1;
“Contract” means the legal agreement that exists between TrackMyRisks and an User pursuant to these Terms of Use and any documents referred to herein;
“Emergency Maintenance” means non-scheduled maintenance which is required at short notice to ensure the integrity or availability of the Service and/or any data hosted on the Service;
“Enterprise Account” means an Account through which the applicable Account Owner is able to create Managed Accounts and through which such Account Owner can invite Invited Users to use the Service. Each Enterprise Account will be subject to a separate and exclusive Service contract, which shall include a Fee Schedule that is specific to that Enterprise Account;
“Fees” means the Fees payable by an Account Owner as detailed in the Fee Schedule;
“Fee Schedule” means :

(a) in respect of Standard Accounts, the information relating to subscriptions and billing set out on the TrackMyRisks subscriptions and billing pages on the Website, or any other page(s) on the Website notified by TrackMyRisks, which may be updated or amended by TrackMyRisks from time to time ; and

(b) in respect of an Enterprise Account, the applicable Fee Schedule included in or with the Service contract that applies to that Enterprise Account, which for the avoidance of doubt will relate solely to that Enterprise Account and shall supercede any other published Fee Schedule in respect of that Enterprise Account ;

“Force Majeure” means an event or sequence of events beyond a party’s reasonable control (which could not reasonably have been anticipated and avoided by a party) preventing or delaying it from performing its obligations hereunder, including war, revolution, terrorism, riot or civil commotion, or reasonable precautions against any such; strikes, lock outs or other industrial action, whether of the affected party’s own employees or others; blockage or embargo; acts of or restrictions imposed by government or public authority; explosion, fire, corrosion, flood, natural disaster, or adverse weather conditions. Force Majeure does not include inability to pay, mechanical difficulties, shortage or increase of price of raw materials, over-commitment or market or other circumstances which may make the terms of the Contract unattractive to a party;
“Infringing Data” means information or data that: (i) infringes any applicable law, order, rule or regulation; or (ii) infringes any third party Intellectual Property Rights; or (iii) includes any material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing or blasphemous or otherwise unlawful or reasonably objectionable;
“Insight Data” has the meaning given in clause 15.3;
“Intellectual Property Rights” means copyright, patents, rights in inventions, rights in Confidential Information, know-how, trade secrets, trademarks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semiconductor chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not; (ii) including any applications to protect or register such rights; (iii) including all renewals and extensions of such rights or applications; (iv) whether vested, contingent or future; and (v) wherever existing;
“Invited User” means any person or entity, other than the Account Owner, that uses the Service with the authorisation of the applicable Account Owner from time to time;
“Managed Account” means an Account that is used by an Invited User but which is created and managed through an Enterprise Account for and on behalf of that Invited User ;
“Managed Account Users” has the meaning given in clause 19.2;
“Organisation” has the meaning given in clause 14.1;
“Privacy Policy” means TrackMyRisks’ privacy and cookie policy, the terms of which are incorporated into these Terms of Use by reference;
“Service” means the online risk management services made available (as may be changed or updated from time to time by TrackMyRisks) via the Website;
“Service Fee” means the monthly or annual fee (excluding any taxes and duties) payable by Account Owners in accordance with the applicable Fee Schedule;
“Standard Account” means an Account that is created by an Account Owner or on that Account Owner’s behalf (otherwise than through an Enterprise Account) through the Website. For the avoidance of doubt this definition excludes Managed Accounts ;
“Terms of Use” means the terms and conditions of use set out herein;
“TrackMyRisks” means TrackMyRisks, a trading style and registered trademark of Continuity Partner Ltd, a company incorporated in England and Wales under number 09048129 whose registered office is at 31 Cattle Market Street, Norwich, Norfolk, NR1 3DY;
“User” means a person who : accesses or uses the Website; and/or registers to use the Service and in doing so holds the status of either an Account Owner or an Invited User;
“User Data” means any data inputted into the Website and/or the Service, or otherwise provided to TrackMyRisks, by You or with Your authority;
“Website” means the Internet site at the domain www.TrackMyRisks.com or any other site operated by TrackMyRisks; and
“You” and “Your ” means, where the context permits, the Account Owner, an Invited User or any other visitor to or user of the Website or the Service.
Interpretation

In these Terms of Use:

a reference to a ‘clause’ is to a clause of these Terms of Use;
a reference to a party includes that party’s personal representatives, successors and permitted assigns;
a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
a reference to a gender includes each other gender;
words in the singular include the plural and vice versa;
any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
any clause or other headings in these Terms of Use are included for convenience only and shall have no effect on the interpretation of these Terms of Use; and
a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under these Terms of Use.
Use of the Website and Service

TrackMyRisks permits Users to use the Website and Service in accordance with the Terms of Use set out here (and any documents referred to here). Use of the Website or the Service in any other way, including in contravention of any restriction on use set out in these Terms of Use, is not permitted.
Use of the Website and/or the Service may be subject to limitations, including but not limited to periodical transaction volume limits. TrackMyRisks will notify Users where any such limitations apply.
Except to the extent such activities are expressly agreed by TrackMyRisks, the User’s rights to access and use the Website and the Service does not permit it to:

use the Website or the Service to carry out or promote (directly or indirectly) any activity that is unlawful in any way under any applicable law, statute, order or regulation;
copy, cut and paste, email, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, publicly display, sell or in any way commercially exploit any part of the Website or the Service otherwise than expressly permitted under these Terms of Use;
combine, merge or otherwise permit the Website or the Service (or any part of it) to become incorporated in any other program, nor arrange or create derivative works based on either of them;
attempt to decompile (as defined in section 50B of the Copyright, Designs and Patents Act 1988) the underlying software (or any part of it) that is used to provide the Website or the Service, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988; and
to observe, study or test the functioning of the underlying software (or any part of it) that is used to provide the Website or the Service, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988.

From time to time TrackMyRisks may make communication tools (such as forums, chat rooms or message centers) available through the Website and/or Service. As a condition of these Terms of Use, Users agree only to use such communication tools for lawful and legitimate purposes in accordance with these Terms of Use. In particular, Users must not use such communication tools for purposes unrelated to the use of the Website or Service, including (but not limited to): offers of goods or services for sale; unsolicited commercial communications; distribution of viruses or other harmful materials; distribution of any materials or information in contravention of clause 3.3.
Where any User makes any communication on or through the Website and/or the Service such User represents that it is permitted to make such communication. TrackMyRisks is under no obligation to ensure that such communications are legitimate or in compliance with these Terms of Use. As with any other web-based communication tool, Users must exercise caution when using them. TrackMyRisks reserves the right to remove any communication at any time and for any reason in its sole discretion.
Users shall not introduce any software virus or other malware (including any bugs, worms, logic bombs, trojan horses or any other self-propagating or other such program) that may infect or cause damage to the Website, the Service or TrackMyRisks’ systems or otherwise disrupt the provision of the Website or the Service.
TrackMyRisks reserves the right to monitor usage of the Website and/or the Service by Users for the purpose of (among others) ensuring compliance with these Terms of Use. Such monitoring may be carried out by TrackMyRisks or a third party authorised by TrackMyRisks.
In the event of unauthorised use of the Website or the Service by a User (including use in breach of these Terms of Use) TrackMyRisks reserves the right to deny that User access to the Website or the Service, including by blocking, without prior notification, the IP addresses that such User used to access the Website or the Service. Fees due from and payable by such User during any period of suspension under this clause shall remain payable notwithstanding that such User may not have access to the Service.
TrackMyRisks grants Users the right to access and use the Service via the Website in accordance with the particular user roles available to Users according to their subscription type. This right is non-exclusive, non-transferable, and limited by and subject to the Contract. In particular, Users acknowledge and agree that, subject to any applicable written agreement between the Account Owner and the Invited Users and/or any A pplicable Law:

where applicable, the Account Owner determines who is an Invited User and what level of User role access to the relevant Account and Service that Invited User has;
such Account Owner is responsible for all such Invited Users’ use of the Service;
such Account Owner controls each such Invited User’s level of access to the relevant organisation and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person will cease to be an Invited User or shall have that different level of access, as the case may be; and
if there is any dispute between an Account Owner and an Invited User regarding access to any organisation or Service, the Account Owner shall decide what access or level of access to the relevant data or Service that Invited User shall have, if any.
The subscription period during which a particular User may access the Service shall be determined in accordance with that User’s subscription type. Where a subscription period ends and the applicable Account Holder has failed to pay the applicable Service Fees in respect of the subsequent subscription period then TrackMyRisks may have the right to terminate that User’s subscription in accordance with clause 17.1.2.
Availability
TrackMyRisks shall use reasonable endeavours to make the Website and the Service available at all times but excluding:

scheduled maintenance which TrackMyRisks shall use reasonable endeavours to undertake outside of Business Hours;
Emergency Maintenance; and
downtime caused in whole or part by Force Majeure.

TrackMyRisks shall use reasonable endeavours to notify Users in advance of scheduled maintenance (including by posting advance notice on the Website) but Users acknowledge that they may receive no advance notification for emergency maintenance or downtime caused by Force Majeure.
While TrackMyRisks endeavours to make the Website and the Service available for use in accordance with this clause 4, TrackMyRisks does not warrant, represent or guarantee that the Website or the Service will be available at all times or that Users’ access to or use of the Website and/or the Service will be uninterrupted. In particular, the operation and availability of third party systems required for accessing the Website or the Service, including the Internet, can be unpredictable. TrackMyRisks has no control over and will have no liability to Users if:

any failure of such third party systems may cause interference with or prevent access to or use of the Website or the Service; or
for any reason the Website or the Service are unavailable at any time or for any period.

Users acknowledge that TrackMyRisks shall be entitled to modify the features and functionality of the Website and/or the Service as part of its ongoing development thereof. TrackMyRisks shall use reasonable endeavours to ensure that any such modification does not adversely affect Users’ use of either.
TrackMyRisks may suspend, deny or block access to the Website and/or the Service (and will endeavour to notify Users as soon as possible after doing so) if TrackMyRisks needs to do so for legal or regulatory reasons.
Accuracy, security and disclaimers

The Website and the Service, and any information or content placed on or made available through the Website or the Service by TrackMyRisks or on TrackMyRisks’ behalf (‘ Content’), are provided on an “as is” basis. Although TrackMyRisks endeavours to ensure that the Website, the Service and the Content are accurate, up-to-date and free from errors, TrackMyRisks does not promise that they will be.
Unless clearly indicated otherwise, any Content on the Website or Service is provided for general information purposes only and any services provided through the Website or Service are provided for facilitation purposes only. Neither such Content nor such facilitation services constitute, nor are intended to constitute professional advice or any other type of advice and should not be relied on for any such purposes. Users should obtain professional or specialist advice before taking, or refraining from, any action on the basis of any Content or services available on or through the Website or Service. Any reliance that Users do place on the Website, the Service or any such Content or services is done at Users’ own risk.
TrackMyRisks does not warrant, represent or guarantee that the Website, the Service or the Content will be secure, free from bugs, viruses, interruptions or errors, or compatible with third party software, services or equipment. Users are responsible for configuring their devices in order to access the Website, the Service and the Content and should use their own virus protection software. TrackMyRisks will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect a User’s computer equipment, computer programs, data or other proprietary material due to their use of the Website or the Service or to their downloading of any Content thereon, or on any website linked to either of them.
TrackMyRisks warranties
Subject to clause 5, TrackMyRisks warrants to Users that:

TrackMyRisks has the right, power and authority to enter into the Contract and to grant to Users the rights contemplated in these Terms of Use and to supply the Website and the Service; and
the Website and the Service will be supplied:

with reasonable care and skill; and
subject to clause 4.4, in accordance in all material respects with any written description thereof provided by TrackMyRisks (including any description thereof set out on the Website).

The warranties in this clause 6 are subject to Users giving notice to TrackMyRisks as soon as they are reasonably able upon becoming aware of the breach of warranty. When notifying TrackMyRisks of a breach the User shall use its reasonable endeavours to provide TrackMyRisks with such documented information, details and assistance as TrackMyRisks may reasonably request.
TrackMyRisks will not be liable to any User under this clause 6 in respect of, or be required to remedy any problem arising from or caused by, such User’s use of the Website and/or the Service in breach of these Terms of Use.
Users acknowledge and agree that:

TrackMyRisks is not and cannot be aware of the extent of any potential loss resulting from any failure by TrackMyRisks to discharge its obligations under these Terms of Use;
neither the Website nor the Service have been designed to meet the individual requirements of any particular User and cannot be tested in every operating environment; and
it is each User’s responsibility to ensure the facilities and functions of the Website and the Service meet that User’s requirements and will not cause any error or interruption in the software or systems of that User.
User warranties
Each User warrants and represents to TrackMyRisks that:

it has the right, power and authority to enter into the Contract, to grant to TrackMyRisks the rights (if any) contemplated in these Terms of Use, and to access and use the Website and/or the Service (as applicable); and
any access to or use of the Website or the Service by or on behalf of the User under these Terms of Use shall be for business purposes only and each User acknowledges and agrees that, to the fullest extent permitted by law, any statutory consumer guarantees or other legislation (in any jurisdiction) intended to protect non-business customers shall not apply to any of the rights granted under these Terms of Use.
TrackMyRisks Intellectual Property Rights

All Intellectual Property Rights in and to the Website and the Service and any related materials (in whatever medium) produced or supplied by TrackMyRisks or on TrackMyRisks’ behalf belong to and shall remain vested in TrackMyRisks or its licensors, if any. Such Intellectual Property Rights are protected by copyright laws and treaties around the world.
Nothing in these Terms of Use grants to any User any legal rights in the Website or the Service or in any related materials other than as necessary to enable Users access and use the Website and the Service in accordance with these Terms of Use and any further or additional use is strictly prohibited without TrackMyRisks’ prior written permission.
To the extent that any User acquires any Intellectual Property Rights in the Website or the Service or in any related materials of TrackMyRisks such User shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to TrackMyRisks. Such User shall execute all such documents and do such things as TrackMyRisks may consider necessary to give effect to this clause.
Third Party Applications

The Website and the Service may from time to time allow integration with third party applications, websites, and services (“ Third Party Applications”) to make certain content, products and/or services available to Users. These Third Party Applications may have their own terms and conditions of use, privacy policies and/or other applicable terms (“ Third Party Terms”) and Users’ use of these Third Party Applications will be governed by and subject to such Third Party Terms.
Users acknowledge and agree that TrackMyRisks does not endorse and is not responsible or liable for the behaviour, features or content of any Third Party Application or for any transactions Users may enter into with the provider(s) of any such Third Party Applications and TrackMyRisks accepts no responsibility for any loss or damage suffered by Users as a result of the use of any Third Party Application.
Users that enable Third Party Applications acknowledge that TrackMyRisks may allow the provider(s) of such Third Party Applications to access those Users’ User Data as required for the proper integration and/or interoperation of such Third Party Applications with the Website and/or the Service. TrackMyRisks shall not be responsible for any disclosure, modification or deletion of any User Data resulting from any such access by provider(s) of Third Party Applications.
Hyperlinks and third party sites

The Website and the Service may contain hyperlinks or references to third party websites or applications. TrackMyRisks has no control over third party websites or applications and accepts no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party website, application, product or service does not constitute an endorsement thereof by TrackMyRisks and any reliance that any User places on such hyperlink, reference or advert is done at that User’s own risk.
Users’ use of a third party site will be governed by the terms and conditions of that third party site. It is Users’ responsibility to ensure they are happy with such third party terms and conditions.
Users may create a link to the Website or the Service from elsewhere provided they do so in a way that is fair and legal and does not damage TrackMyRisks’ reputation or take advantage of it in any way. Users must not present or establish a link in such a way as to suggest any form of association, approval or endorsement on TrackMyRisks’ part where none exists.
TrackMyRisks reserves the right to withdraw linking permission without notice and to require Users to immediately remove any links to the Website and/or the Service at any time, and Users shall immediately comply with any such request by TrackMyRisks to remove any such link.
Data protection
TrackMyRisks and the Users each agree that, in the performance of their respective obligations under these Terms of Use, they shall comply with all applicable privacy and data protection requirements set out in the Privacy Policy.
User Accounts

In order to access the Service Users will be required to create and manage and/or activate (as the case may be) an account on the Service (an “ Account”). Accounts may be created and/or activated by Users entering an email address, password or other piece(s) of information as part of TrackMyRisks’ security procedures (“ Account Information”) to set up and manage the applicable Account.
TrackMyRisks reserves the right, at its discretion, not to allow Users to create Accounts. This may be due to technical constraints, because particular Users have been banned from using the Service, or for any other reason.
Users are solely responsible for keeping their Account Information confidential. Users warrant and represent that they shall keep confidential and, except as provided for in these Terms of Use, not share their Account Information with any third party.
Users acknowledge and agree that:

Users are responsible for all activity carried out on the Service through their Accounts; and
Users will be liable to TrackMyRisks for any costs, expenses and losses incurred by TrackMyRisks as a result of any breach of these Terms of Use committed through their Accounts
and Users accordingly agree to indemnify and hold harmless TrackMyRisks from and against any costs, expenses and losses which may be suffered by TrackMyRisks as a result of any such breach committed through their Accounts.

If a User knows or suspects that any unauthorised person has obtained or knows their Account Information then that User must promptly notify TrackMyRisks.
Any User that applies for an Account on behalf of a third party, including companies or other individual persons:

warrants, represents and undertakes that it is authorised by that third party to enter into a contract with TrackMyRisks on the third party’s behalf and under which the third party will be legally bound; and
agrees to indemnify and hold harmless TrackMyRisks from and against any costs, expenses and losses which may be suffered by TrackMyRisks as a result any breach of clause 12.6.1.
TrackMyRisks has the right to disable an Account at any time if in TrackMyRisks’ reasonable opinion the relevant User has failed to comply with any of the provisions of these Terms of Use.
Service Fees

An invoice for the Service Fees will be issued monthly or annually in accordance with the details set out in the Fee Schedule. TrackMyRisks will continue invoicing the Account Owner in accordance with the Fee Schedule until the Contract is terminated in accordance with clause 17.
All TrackMyRisks invoices will be made available to the applicable Account Owner electronically. Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule. The Account Owner is responsible for payment of all taxes and duties in addition to the Service Fee.
Preferential pricing or discounts
Account Owners may from time to time be offered preferential pricing or discounts for the Service Fees as a result of the number of organisation s that they have added to the Service as Invited Users or that have been so added with the authority of such Account Owners or as a result of their use of the Service (‘Organisations ‘). Eligibility for such preferential pricing or discounts is conditional upon such Account Owners’ acceptance of responsibility for payment of any Service Fees in relation to all of such Organisations. Without prejudice to any other rights that TrackMyRisks may have under these Terms of User or under Applicable law, TrackMyRisks reserves the right to render invoices for the full (non-discounted) Service Fees due or suspend or terminate such Account User’s use of the Service , and to suspend or terminate use of the Service for any or all of such Account User’s applicable Organisations, in the event that any invoices for applicable Service Fees are not paid in full in accordance with the requirements set out in the Fee Schedule.
User Data

Subject to clauses 15.2 and 15.3, all Intellectual Property Rights in and to any User Data belong to and shall remain vested in the applicable User or its licensors, if any.
Each User grants a royalty-free, non-transferable, non-exclusive licence to TrackMyRisks to use, copy, transmit, store, back-up and otherwise process its User Data to the extent necessary for TrackMyRisks to provide the Service and for any other purpose reasonably related to provision of the Service to that User.
Where TrackMyRisks creates, discovers or otherwise produces insights based on aggregated User Data collected through the Service (‘ Insight Data’) then such Insight Data shall form part of TrackMyRisks’ Intellectual Property Rights pursuant to clause 8. For the avoidance of doubt, such Insight Data shall not form part of any User Data that is to be destroyed following termination pursuant to clause 18.1.2.
Users must maintain copies of all User Data inputted into the Service. Although TrackMyRisks uses reasonable endeavours in accordance with best practice to prevent data loss, TrackMyRisks makes no guarantee that there will be no loss of User Data and TrackMyRisks expressly excludes liability for any loss of User Data no matter how caused.
Infringing Data

Users acknowledge that TrackMyRisks has no control over any User Data supplied to the Service and does not actively monitor the content of the User Data hosted through the Service. Users accordingly warrant, represent and undertake that they shall not supply, input, upload, provide or otherwise use Infringing Data on or through the Service.
If TrackMyRisks it becomes aware of any allegation that any User Data may be Infringing Data TrackMyRisks shall have the right to remove such User Data from the Service without the need to consult the applicable User(s).
Each User shall indemnify TrackMyRisks from and against all loss caused to TrackMyRisks as a result of that User’s use of Infringing Data on the Service.
Termination
TrackMyRisks may terminate a Contract at any time by giving notice in writing to the applicable User:
if such User commits:

a material breach of the Contract (other than failure to pay); or
a series of breaches (other than failure to pay) which together may reasonably be considered to constitute a material breach of the Contract,

and such breach is not remediable or, if capable of remedy, is not remedied within thirty (30) days of receiving written notice to do so; or

if such User has failed to pay any amount due under the Contract on the due date and such amount remains unpaid: (i) within seven (7) days after the User has received notification that the payment is overdue; or (ii) by the end of the then current subscription period for that User’s Account (whichever is earlier);
if such User is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of such User (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of such User’s assets or such User enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction; or
if such User takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clause 1 7.1.3 including giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process; or
in accordance with clause 24 (Force Majeure).

If a User becomes aware that any event has occurred, or circumstances exist, which may entitle TrackMyRisks to terminate the applicable Contract under this clause 17, it shall immediately notify TrackMyRisks in writing.
Termination or expiry of a Contract shall not affect any accrued rights and liabilities of either party thereto at any time up to the date of termination.
Consequences of termination
In the event of termination of the Contract for any reason:

the applicable User’s right to access the Service provided under these Terms of Use shall terminate immediately and such User shall immediately stop accessing or using the Service;
subject to clause 15.3, both parties to that Contract shall within seven (7) days, erase and destroy all of the other party’s Confidential Information and other proprietary information in its possession or under its control, together with all copies of such information, from any disc, computer, word processor or other device in that party’s possession, custody or control containing or reflecting any of the Confidential Information, which obligation shall be satisfied by applying the delete functions available in the relevant software regardless of whether the Confidential Information has technically been permanently erased from the hard drive or backup data of the relevant system; and
all provisions of the Contract shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue in respect of the parties thereto shall continue in full force and effect.
Managed Accounts

Account Holders who control Enterprise Accounts can, through such Enterprise Accounts, create Managed Accounts and can invite Users (being Invited Users) to use such Managed Accounts in accordance with these Terms of Use.
Invited Users who access and use the Service through Managed Accounts (‘Managed Account Users ’), for so long as they remain Managed Account Users, are not responsible for paying Service Fees to TrackMyRisks in respect of access to the Service because an Account Owner, through the applicable Enterprise Account, is paying instead, however this exemption is subject to and dependent upon:

there being a contractual relationship in place between the Account Owner of the applicable Enterprise Account and TrackMyRisks in respect of such Managed Users; and
the applicable Account Owner having paid all applicable Service Fees in respect of such Managed Account Users’ access to the Service through such Managed Accounts .
If, in respect of a Managed Account User, the contractual relationship referred to above end s, for any reason, or if the Account Owner of the applicable Enterprise Account fails to pay for that Managed Account User’s access to the Service in accordance with such contractual relationship, TrackMyRisks reserves the right to:

restrict or block that Managed Account User’s access to the Service on a temporary or permanent basis without incurring any liability whatsoever to that Managed Account User; or
offer that Managed Account User the opportunity to convert their Account from a Managed Account into a Standard Account, following which that Managed Account User will become an Account Owner in respect of their Account and will be solely responsible for all payments which are due to TrackMyRisks in accordance with these Terms of Use.
Changes to these Terms of Use
TrackMyRisks reserves the right to change these Terms of Use from time to time whether for security, legal or regulatory reasons or otherwise. If TrackMyRisks does change these Terms of Use then the new or additional terms will be posted on the Website. TrackMyRisks will also endeavour to notify relevant Users of such changes by email if applicable. Any such changes will be effective immediately. Users should therefore check the Website regularly for any changes to these Terms of Use. Users’ continued access to and/or use of the Website and/or the Service will be deemed to constitute acceptance of all of the new terms. These Terms of Use may not otherwise be changed without TrackMyRisks’ written consent.
Confidentiality

Each party agrees that it may use the other party’s Confidential Information only in the performance of its rights and obligations under these Terms of Use and that it shall not disclose the other party’s Confidential Information except in accordance with this clause 21.
Each party may disclose the other party’s Confidential Information to those of its employees, officers, advisers, agents, representatives or subcontractors (‘ Representatives’) who need to know such Confidential Information in order to perform the disclosing party’s rights and obligations under these Terms of Use provided that the disclosing party shall ensure that each such Representative to whom confidential information is disclosed is aware of its confidential nature and complies with this clause as if it were a party.
Each party may disclose any Confidential Information required by law, any court, any governmental, regulatory or supervisory authority (including any regulated investment exchange) or any other authority of competent jurisdiction.
Each party (the ‘Indemnifier’) shall indemnify the other from and against any losses, damages, liability, costs (including legal fees) and expenses which the other party may incur or suffer as a result of or arising from any breach by the Indemnifier of its obligations under this clause.
Limitation of liability

Subject to clauses 22.2 to 22.5 (inclusive), TrackMyRisks’ total liability to a User under or in connection with these Terms of Use in relation to any single incident or series of related incidents shall not exceed an amount equal to the total Service Fees paid or payable by such User to TrackMyRisks in the twelve (12) month period immediately preceding the first incident giving rise to the loss.
Subject to clause 22.5, and to the extent permitted by law, TrackMyRisks excludes all conditions, warranties and/or representations, whether express or implied, which may apply to the Service and any Content or services available on or through the Service.
Subject to clause 22.5, TrackMyRisks shall not be liable to any User whether in contract, tort (including negligence), breach of statutory duty or otherwise for any loss or damage, including any direct loss or damage (including loss of profits or data) and any consequential, indirect or special loss or damage whatsoever, arising under or in connection with:

use of, or inability to use, the Website or the Service; or
use of or reliance on any Content or other information displayed on, or any services available through, the Website or the Service.

The limitations of liability set out in clauses 22.1 to 22.3 shall not apply in respect of any indemnities given by either party under these Terms of Use.
Notwithstanding any other provision of these Terms of Use, the liability of the parties shall not be limited in any way in respect of the following:

death or personal injury caused by negligence; or
fraud or fraudulent misrepresentation; or
any other losses which cannot be excluded or limited by applicable law.
Entire agreement

The parties to a Contract agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
Each party to a Contract acknowledges that it has not entered into such agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in that Contract, except in the case of fraudulent misrepresentation. No party to a Contract shall have any claim for innocent or negligent misrepresentation on the basis of any statement in that Contract.
Force majeure

A party to a Contract will not be liable if delayed in or prevented from performing its obligations under that Contract due to Force Majeure, provided that it promptly notifies the other of the Force Majeure event and its expected duration, and uses reasonable endeavours to minimise the effects of that event.
If, due to Force Majeure, a party to a Contract is unable to perform a material obligation, or is delayed in or prevented from performing its obligations for:

a continuous period of more than thirty (30) days; or
thirty (30) days in aggregate in any ninety (90) day period,
the other party may within a further fourteen (14) days terminate the Contract on notice, otherwise the Contract shall continue in full force and effect.
Notices
Notices under these Terms of Use shall be in writing and sent:

for TrackMyRisks, in accordance with the contact details for TrackMyRisks set out on the Website and/or the Service from time to time; and
for a User, to the address or email address that such User provided when they created and/or activated their Account, or to such other address or email address that such User may have notified in writing to TrackMyRisks for the purposes of this clause 25.
Notices may be given, and shall be deemed received:

by first-class post: two (2) Business Days after posting;
by airmail: seven (7) Business Days after posting;
by hand: on delivery; and
by email: on receipt of a delivery confirmation notification from the correct email address of the intended recipient confirming that the notice has been sent to that email address.

In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged, as the case may be.
This clause 25 does not apply to notices given in legal proceedings or arbitration.
Assignment

Users may not assign, subcontract or encumber any right or obligation under these Terms of Use, in whole or in part, without TrackMyRisks’ prior written consent.
TrackMyRisks may perform any of its obligations and exercise any of its rights granted under these Terms of Use through any associate or subcontractor. TrackMyRisks acknowledges and agrees that any act or omission of such associate or subcontractor in relation to TrackMyRisks’ rights or obligations under these Terms of Use shall be deemed to be an act or omission of TrackMyRisks itself.
Severability
Each clause of these Terms of Use is severable and distinct from the others. If any clause in these Terms of Use (or part thereof) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced):

the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable; and
without limiting the foregoing, and if commercially reasonable, in such circumstances the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of these Terms of Use as soon as possible.
Compliance with law

Users shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to them and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform their obligations under or in connection with these Terms of Use.
Without prejudice to the generality of clause 28.1, Users acknowledge and agree that the Website and the Service have been prepared, and are intended for use, in accordance with the laws of England and Wales. If a User accesses the Website or the Service from locations outside of England and Wales that User is responsible for compliance with local laws where they are applicable
No partnership or agency
The parties to a Contract are independent businesses and are not partners, principal and agent or employer and employee and such Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
Waiver
No failure, delay or omission by either party to a Contract in exercising any right, power or remedy provided by law or under that Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under such Contract shall prevent any future exercise of it or the exercise of any other right, power or remedy.
Set off
Each party must pay all sums that it owes to the other party under these Terms of Use without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
Third party rights
Except as expressly provided for in these Terms of Use, a person who is not a party to a Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of such Contract.
Governing law
These Terms of Use and any dispute or claim arising out of, or in connection with, these Terms of Use, their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
Jurisdiction
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, these Terms of Use, their subject matter or formation (including non-contractual disputes or claims).
Service operating requirements
The Service has been designed for use on the following internet browsers:

Internet Explorer 10 and above;
Mozilla Firefox 16 and above;
Google Chrome 22 and above;
Apple Safari 6 and above; and
Opera 12 and above.