Talk to us!

ACORN COMPLIANCE SQUIRREL™
DTAC AUTOMATED COMPLIANCE PLATFORM

Terms of Use

1. Introduction 

These Terms of Use (“Terms of Use”) govern your use of the Squirrel™ DTAC automated compliance platform  (the “Platform”) located at squirrel.acorncompliance.com  [and the provision to you of any other services, whether or not set out in an Order Form] (together with the Platform, the “Services”)  by or on behalf of us, Value Associates Limited (t/a Acorn Compliance), company no. 05770395, registered address 7 Bell Yard, London, United Kingdom, WC2A 2JR (“Acorn Compliance”, “we” or “us”). 

‍2. Acknowledgments

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM. 

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, YOU MUST NOT ACCEPT THESE TERMS OF USE AND YOU MAY NOT ACCESS THE SERVICES.

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES MAY BE USED FOR YOUR BUSINESS PURPOSES ONLY AND YOU AGREE NOT TO USE THE SERVICES FOR ANY RESALE PURPOSES.

3. Access to the Services

a. In order to access the Platform for the first time as a user (an “Authorised User”), you must first provide the information requested and receive your Authorised User account log in details and pay any applicable fees or charges (“Charges”) for the Subscription Period as set out below.

b. The subscription period applicable to you (the “Subscription Period”) will be set out in an Order Form (if any) or otherwise selected or notified when you register to use the Services. After the fixed initial period (which will be 12 months unless agreed otherwise with us), the Subscription Period will automatically renew for an additional period of 12 months (or such other period as is agreed with us), unless either party gives the other party no less than one month’s written notice that it wishes the Subscription Period to end, such notice to take effect at the end of the then-current initial or renewal period. You may provide your written notice to info@acorncompliance.com, giving your username. 

c. You will remain an Authorised User until the end of the applicable Subscription Period, unless your account is suspended or terminated earlier in accordance with these Terms of Use. 

d. Fake user profiles are not permitted. Any information provided to us in order to access the Platform must be accurate.

e. The Platform is intended for use by Authorised Users only in a business context, and not for use by individuals for domestic or private purposes. 

f. The Services are intended to apply to certain territories only, as notified to you. Wherever you access and use the Services from, you agree that you will only use the Services in a manner consistent with these Terms of Use and any and all applicable local, national and international laws and regulations. To the extent that your use of the Services is not legal in your territory, you may not use it.

g. You are responsible for making all technical and staffing arrangements necessary for you to access the Services.

h. Some aspects of the Services, including some add-on services selected by you may not be provided through the Platform. Any specific terms applicable to such Services (“Additional Terms”) will be notified to you in writing, including in an Order Form and will form part of these Terms of Use. 

‍4. Protection of Authorised User account and password

a. You must treat any Authorised User account log ins, user identification codes, passwords or any other pieces of information provided as part of our security procedures, as confidential. You must not disclose them to any third party or authorise others to use your Authorised User accounts. 

b. You may not transfer any Authorised User account to any other person or entity. If you know or suspect that anyone other than you has obtained an Authorised User identification code or password and/or has accessed an Authorised User account, you must immediately notify us by sending an email to support@acorncompliance.com.

c. You are responsible for the acts and omissions of any third parties who use your Authorised User identification code or password to access any Authorised User account, whether fraudulent or not, and you agree to reimburse us on demand for any loss we may suffer as a result of such use.

d. We have the right to disable any Authorised User identification code or password, whether chosen by you or allocated by us, at any time if, in our reasonable opinion, you have failed to comply with any of the provisions of these Terms of Use.

‍5. Provision of the Services

a. We will perform the Services substantially in accordance with the description provided to you (including in an Order Form) and with reasonable skill and care. 

b. Our warranty terms available [LINK] (“Warranty Terms”) apply to certain Services (or elements of a Service). The Warranty Terms constitute your sole and exclusive remedy for any non-conformance of a Service (or an element of a Service) provided by us and to which Warranty Terms apply‎. 

c. Notwithstanding Clause ‎‎5b above, if you are provided with access to any Services for trial or testing purposes, no Warranty Terms shall apply to those Services. 

d. These Terms of Use also apply to elements of the Services that are provided on a consultancy basis (“Consultancy Services”). Consultancy Services will be set out in an Order Form. Where Consultancy Services are being provided, you agree to co-operate with us in all matters relating to the Consultancy Services, including providing us in a timely manner and at no charge with access to systems, data, information and any other materials reasonably required for the provision of the Consultancy Services.

‍6. Charges and Payment terms 

a. In return for access to the Services for the Subscription Period, you agree to pay the applicable Charges set out in an Order Form (if any) or otherwise notified to you when registering to use the Services. 

b. The Charges will be fixed for the then-current Subscription Period. We reserve the right to change the applicable Charges at any time on providing reasonable notice to you, provided that any such revised Charges shall only take effect in the event of renewal for an additional Subscription Period. 

c. If you have set up a Direct Debit payment with us, we will (unless agreed otherwise with you in writing) take the payment shortly after issuing our invoice to you.

d. If you elect to pay the Charges by credit card, we reserve the right to charge an additional 3% fee. Furthermore, if you require us to use any service (including an online platform) in order to submit invoices or process payments made between you and us, we reserve the right to charge you for the costs (if any) incurred in registering for, accessing, or using such service.

e. If any payment is overdue for the relevant period of access to the Services, we reserve the right (i) to charge interest a the statutory rate of 8% per annum above the official bank rate of the Bank of England effective at the date the debt became overdue; and (ii) to suspend access to the Services for such period as any sums (including applicable interest) remain outstanding. 

‍7. Privacy Policy 

a. Our Privacy Policy, available [HYPERLINK], sets out the terms on which we, acting as data controller, process any personal data we collect from you and all other Authorised Users, or that you and  other Authorised Users provide to us. This may include, for example, your name, email address and login details.  

b. Our Privacy Policy also incorporates our Cookies Policy available [HYPERLINK]. 

c. You warrant that all personal data provided by you is accurate and, to the extent that you provide personal data for any other Authorised User, that you have their consent to do so.      

‍

8. Input and Output 

a. Our Platform allows you to submit certain information, text, or other material (“Input”) for use by the Platform in producing output for you (“Output”). In relation to Consultancy Services, for the purposes of this Clause ‎8, “Input” shall include any information, data or other input provided by you to us for those purposes, and “Output” shall include any information, data, report or other output provided by us to you 

b. You are wholly responsible for the Input that you provide to us, whether through the Platform or otherwise, and including its legality, reliability, completeness, correctness and appropriateness. By providing Input to us including on or through the Platform, you represent and warrant that: 

i. the Input is yours (you own it) and/or you have the right to use it and the right to grant us the rights and licence to use for the purposes of the Services as provided in these Terms of Use; 

ii. the provision of Input to us including on or through the Platform and its use by us (including by the Platform) to provide Output does not violate the privacy or confidentiality rights, publicity rights, copyrights or other intellectual property rights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be in breach of these Terms; and 

iii. you warrant that you have the consent of any individual whose personal data is provided by you as part of Input, and that such personal data is accurate.

c. You retain any and all of your rights to any Input you submit, post or display on or through the Platform and you are responsible for protecting those rights. We take no responsibility and assume no liability for Input you or any third party submits on or through the Platform. Acorn Compliance has the right but not the obligation to monitor and edit all Input provided by users.

d. You may provide Input and use Output only for your own business purposes and benefit, subject always to the disclaimers of liability set out in these Terms of Use. Output may not be used for the benefit of third parties without our express authorisation. 

‍9. Data access and usage  

a. You acknowledge and agree that the Platform will log data received regarding its usage by you, including the Output and the Input and other parameters you supply to the Platform (“Usage Data”). This Usage Data will be used to operate and improve the Services, including debugging, testing, and accounting.  

b. We will treat Input as confidential information and it will not be disclosed by us to third parties (including other Authorised Users), except as required to provide the Services to you. We will also treat as confidential the elements of the Output that are specific to you based on the Input provided.

c. Authorised Users are responsible for maintaining the security of their accounts, and Acorn Compliance is not liable for unauthorized access resulting from user negligence.

d. 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 Platform and Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

e. In the event of any loss or damage to data, your sole and exclusive remedy against Acorn Compliance is for us to use reasonable commercial endeavours to restore the lost or damaged data from the latest back-up of such data maintained by us in accordance with our archiving procedure. We are not responsible for any loss, destruction, alteration or disclosure of data caused by any third party (except those sub-contracted by us).

‍

10. Intellectual property rights in the Services

a. All intellectual property rights subsisting in the Platform and the Services including (as applicable) software, algorithms, graphical elements, Output, AI models, know-how, processes and other technology, and any rights in relation to improvements or modifications made to the Services are and shall remain the property of Acorn Compliance and its licensors. The use of the Services by you shall not result in any assignment of the intellectual property rights of Acorn Compliance to you or any third party.

b. Acorn Compliance reserves all rights of ownership in relation to its trade marks (whether registered or unregistered).

c. Subject to your acceptance of these Terms of Use and payment of any applicable Charges, Acorn Compliance grants to you a non-exclusive, non-transferable right to access the Platform and use the Services in accordance with these Terms of Use during the applicable Subscription Period. 

‍11. Prohibited uses

a. In each case excluding Input and Output, you are prohibited from (whether directly or indirectly): 

i. copying, modifying, creating a derivative work, reverse engineering, disassembling or otherwise attempting to obtain the source code, processes, or any content relating to the Platform and the Services,  except where stipulated by law;

ii. allowing third parties to access the Platform or the Services, or otherwise disclose to third parties the processes or other contents of the Platform or the Services; or

iii. selling, assigning, sub-licensing or otherwise transferring any rights to the Platform or the Services.

b. You may use the Platform and the Services only for lawful purposes and in accordance with these Terms of Use. You agree not to (and not to assist or permit third parties to) use the Platform or the Services:

i. in any way that violates any applicable national or international law or regulation;

ii. for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise;

iii. to try to violate the intellectual property rights of others, including copyright, patent, or trade mark rights;

iv. in any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity; or

v. to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm or offend Acorn Compliance or other users of the Services or expose them to liability.

‍

c. Additionally, you agree not to (and not to assist or permit third parties to):

i. resell the Platform or the Services to third parties or otherwise use the Platform or Services for the benefit of third parties, including to generate Output or other content for their use;

ii. use the Platform in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services.

iii. use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services;

iv. use any manual process to monitor or copy any of the material on the Platform or the Services or for any other unauthorized purpose without our prior written consent;

v. use or attempt to use any device, software, routine or other means that may interfere with the proper working of the Services;

vi. introduce any viruses, trojan horses, worms, logic bombs, or other material to the Platform or the Services which is malicious or technologically harmful;

vii. attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform or the Services, the server on which the Platform is stored, or any server, computer, or database connected to the Services;

viii. attack the Platform or the Services via a denial-of-service attack or a distributed denial-of-service attack; or

ix. take any action that may damage or falsify Acorn Compliance’s rating or standing in any context.

‍

12. Limitation of Liability 

a. Except as expressly provided in these Terms of Use (including under Clause 5 and our Warranty Terms): 

i. you accept responsibility for the selection of the Platform or Services to achieve your intended results and are responsible for any and all consequences arising from the selection, generation and use of Input and Output;

ii. Acorn Compliance makes no representation, warranty or guarantee that the use of the Platform or Services or any Output will benefit your or any other business or otherwise achieve any particular aim or goal; 

iii. you are responsible for evaluating Output for appropriateness for its use case, including using human review as appropriate, before using or sharing it;

iv. you acknowledge and agree that the Services are under continuous development and their availability may be subject to interruption and down time; 

v. Acorn Compliance makes no representation, warranty or guarantee that the use of Output will not infringe third party rights, including intellectual property rights; 

vi. you acknowledge and agree that the Platform and the Services have been developed in line with ISO 27001 but have not been developed or designed to meet any heightened cybersecurity requirements that apply to you but not to us;

vii. we use reasonable endeavours to remove bugs or viruses but we do not guarantee that the Services will be secure or free from bugs or viruses. You should use your own virus protection software and we 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 your computer equipment, computer programs, data or other proprietary material due to your use of the Services.

b. Except as expressly provided in these Terms of Use, we shall not in any circumstances whatever be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms of Use for any:

i. loss of profits, sales, business, or revenue;

ii. business interruption;

iii. loss of anticipated savings;

iv. wasted expenditure;

v. loss or corruption of data or information; 

vi. loss of business opportunity, goodwill or reputation; or

vii. special, indirect or consequential loss, damage, charges or expenses.

c. Subject to the exclusions and exceptions in these Terms of Use, our maximum aggregate liability under or in connection with these Terms of Use and the supply of the Services, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to (i) the Charges paid by you in relation to the Subscription Period during which the loss in question arose; or (ii) if you have been provided with access to the Services for no Charge, our liability to you shall be zero.

d. Nothing in these Terms of Use shall limit or exclude either party’s liability for:

i. death or personal injury resulting from negligence;

ii. fraud or fraudulent misrepresentation; or

iii. any other liability that cannot be excluded or limited by law.

e. These Terms of Use set out the full extent of our obligations and liabilities in respect of the supply of the Services. Except as expressly stated in these Terms of Use (i) to the extent permitted by law, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us and you acknowledge that you use the Services on an “As Is” basis; and (ii) any condition, warranty, representation or other term concerning the supply of the Services which might otherwise be implied into, or incorporated in, these Terms of Use whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law. 

‍

13. Suspension of the Services and ceasing to be an Authorised User

a. Your Authorized User account and your access to the Services will be withdrawn at the end of the applicable Subscription Period.  

b. Acorn Compliance may revoke its authorisation for you to use the Services (including the licence granted above) at any time in the event of non-compliant use of the Services. In such a case, Acorn Compliance reserves the right to take legal action to stop any infringement of its intellectual property rights and to suspend and/or cancel any subscription and/or deactivate users’ accounts.

c. We will determine, in our discretion, whether there has been a breach of these Terms of Use through your use of or access to the Services. If such a breach has occurred through your use or access, we may take such action as we deem appropriate, including all or any of the following actions:

i. immediate, temporary or permanent withdrawal of any relevant Authorized User account and/or your right to use or access the Services;

ii. the issue of a warning to you; and

iii. legal action against you.

d. If you cease being an Authorized User for any reason you must immediately cease using the Services.

‍14. Changes to these Terms of Use and the Services

a. You will be asked to read and accept these Terms of Use at the time you first access the Services. 

b. We may revise these Terms of Use at any time and in the event of such a revision, you may be asked to read and accept the revised Terms of Use at the next time you access the Services. 

c. Your continued use of the Services following any changes made to these Terms of Use shall constitute your acceptance to the terms, as varied. If you do not wish to accept these Terms of Use (as varied) you must immediately stop using and accessing the Services.

d. We may update the Services from time to time, and may change the content, Charges (subject to Clause ‎‎6.b) and/or functionality provided through the Services at any time. 

e. No variation to these Terms of Use may be made save by a variation notified by us as described above, or else in writing signed by you and us.

f. We may transfer our rights and obligations under these Terms of Use to another organisation, but this will not affect your rights or our obligations under these Terms of Use. You may only transfer your rights or your obligations under these Terms of Use to another person if we agree in writing.

‍15. Other provisions ‍

a. Entire Agreement

i. These Terms of Use and any documents expressly referred to in them constitute the entire agreement between us and supersede and extinguish all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to their subject matter. 

ii. You acknowledge that in entering into these Terms of Use you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms of Use or any document expressly referred to in them.

‍b. Waiver and severability

i. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

ii. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

iii. Each of the terms of these Terms of Use operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining terms will remain in full force and effect

c. Third Party Rights

i. a person who is not a party to these Terms of Use shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms of Use, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

d. Trade Marks

i. ACORN COMPLIANCE® is a registered trade mark, and SQUIRREL™ is a trade mark, of Acorn Compliance Limited.

‍e. Applicable law and jurisdiction

i. These Terms of Use and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. 

ii. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in relation to this Agreement.

‍f. Contact us and Complaints

i. If you have any queries or complaints about the Services or these Terms of Use, please contact info@acorncompliance.com.