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I Website terms and conditions

1. NOTICE/ACCEPTANCE OF TERMS

This Terms of Use Agreement (the “Agreement”) is a contract between you (the “User”) and Value Associates Limited trading as Acorn Compliance (the “Owner”). The Owner operates the website found at the address www.valueassociates.co.uk and www.acorncompliance.com (both the “Site”). This Agreement governs your use of the Site and it’s content as well as our Automated Compliance Software Platform and any services and products available at and/or through the website, including, but not limited to, DTAC Squirrel™ our Automated DTAC Compliance Platform, and any associated services associated with the use of these platform (collectively, the “Services”). You explicitly indicate and accepts that the Services are for professional use only and that this is a business transaction to which consumer rules do not apply.

The Owner is willing to provide you with access to the Site only on the condition that you accept all the terms and conditions (the “Terms”) contained in this Agreement. Please read all the Terms carefully. By using the Site, you agree to comply with and be bound by these Terms. If you do not agree to the Terms, you are not authorised to use the Site. The Owner reserves the right to modify the Terms at any time by posting a notice on the home page of the Site. Your use of the Site after the notice is posted indicates you agree to the changes.

2. ACCESS TO THE SITE

In order to use the Site, you must obtain access to the World Wide Web, either directly or through devices that access Web-based content and pay any service fees associated with such access. System availability and access to the services available on this Site may be limited or unavailable for reasons which may include, without limitation, system performance. The Owner makes no representations, warranties or assurances as to the availability of the Site.

3. RESTRICTIONS ON USE

You may not print, download and use the underlying HTML, text, audio clips, video clips and other content that is made available to you on this Site, for other than your personal information. These restrictions will apply except in cases where The Owner otherwise agrees in writing.

Without limiting the generality of the foregoing, you may not:

3.1. include such content in or with any product or service that you create or distribute;

3.2. reproduce, duplicate, copy, sell, rent, resell or exploit for any commercial purposes any portion of the Site, use of the Site, or access to the Site;

3.3. establish:

(i) a hyperlink, including a deep link, to any page or location on the Site; or

(ii) a frame containing any portion of the Site, on any other Web site or text document with hyperlink capabilities without the express written permission of the The Owner;

3.4. copy such content onto your or any other Web site or publication; or

3.5. direct any other person to do any of the foregoing.

Nothing in this Agreement shall be construed as conferring any right under any intellectual property of The Owner, its affiliates or any other person or entity owning the intellectual property in the content provided on this Site.

4. INTELLECTUAL PROPERTY

All Owner trademarks that appear on the Site are the exclusive property of The Owner. The trademarks, trade names, trade dress and associated products and services represented on this Site are protected under United Kingdom and international law and their display on this Site does not convey or create any license or other rights in these trademarks, trade names, trade dress and associated products and services. Any use of them without prior written authorisation of The Owner or the relevant trademark owner is strictly prohibited.

Any third party trademarks mentioned on this Site which are not those of The Owner are the trademarks of their respective owners. The display of these trademarks or trade names on this Site does not convey or create any license or other rights in these trademarks or trade names. Any unauthorised use of those third party trademarks is strictly prohibited.

Any unauthorised copying, redistribution, reproduction or modification of the contents of this Site by any person may be a violation of federal, state or common law trademark and/or copyright laws, and could subject such person to legal action.

5. MODIFICATIONS TO SITE

The Owner reserves the right to modify, suspend or discontinue, temporarily or permanently, the Site (or any part thereof) from time to time, for any or no reason and without notice. You agree that The Owner shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site. The information and materials contained on the Site are subject to change. The Owner endeavours to keep the information posted on this Site current, however, such information is subject to change at any time without notice to you and the posted information on this Site may not immediately reflect such changes.

6. THIRD PARTY LINKS AND ADVERTISING

This Site may provide links or references to other sites. If The Owner has provided links or pointers to other web sites, no inference or assumption should be made and no representation should be implied that The Owner is connected with, operates or controls these web sites.

The Owner makes no representations, warranties or assurances as to any information in such sites, has no responsibility for their content and shall not be liable for any damages or injury arising from that content. The Owner disclaims any opinions expressed on such sites. Any links to other sites are provided merely for your convenience and the inclusion of such links does not imply that The Owner endorses the content of such sites. Where The Owner is offering its own content (or content of an affiliate) on or through third party sites (whether by linking, framing or otherwise), your use or display of that content shall be subject to this Agreement.

The Owner takes no responsibility for third party advertisements which are posted on this Site, nor does it take any responsibility for the goods or services provided by its advertisers. Your correspondence or business dealings with, or participation in promotions of, advertisers or third parties found on or throughout the Site, including, without limitation, with respect to the payment and delivery of related goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such parties and are not binding upon nor constitute obligations of The Owner. You agree that The Owner shall not be responsible or liable for any actions, losses, damages, liabilities, claims, judgments, costs or expenses of any nature or kind (collectively, “Claims”) incurred as the result of any such dealings or as the result of the presence of such third parties on the Site, and you agree to indemnify The Owner and its affiliates from and against any Claims incurred as the result of any such dealings.

If you are interested in creating hypertext links to this Site, you must contact The Owner before doing so. In establishing hypertext links, you must not represent in any way, expressly or by implication, that you have received the endorsement, sponsorship or support of this Site or The Owner, including its respective employees, agents, directors, officers.

The Owner is not responsible for the content or practices of third party web sites that may be linked to this Site and makes no representation or warranty regarding such web sites or their content. This Site may also be linked to other web sites operated by companies affiliated or connected with The Owner. When visiting other web sites, however, you should refer to each such web site’s individual “Terms of Use” and not rely on this Agreement.

7. DISCLAIMER OF WARRANTIES

Except as expressly provided otherwise, The Owner disclaims any and all responsibility or liability for the timeliness, sequence, quality, accuracy, content, completeness, legality, reliability, operability or availability of information or material contained on the Site. The Site may contain inaccuracies or typographical errors. The Owner disclaims any responsibility for the deletion, failure to store, misdelivery, or untimely delivery of any information or material in respect of the Site or the use thereof.

You understand and agree that any material downloaded or otherwise obtained through the use of the site is done so at your own discretion and risk and that you will be solely responsible for any claims, including, without limitation, any damages to your computer system or loss of data, that results from downloading or otherwise obtaining such material.

8. LIMITATION OF LIABILITY

Except as expressly provided otherwise herein or in an applicable supplemental agreement, in no event shall the owner, any of the owner’s affiliates, subsidiaries or data providers, or anyone else involved in creating, producing, delivering or managing the content of this site (collectively the “site providers”), be liable to you or any third party for any claims whatsoever, including, without limitation, direct, indirect, special, incidental, punitive or consequential damages (including, without limitation, any lost revenues, lost profits, lost opportunities, loss of prospective economic advantage) arising out of or in connection with the use or performance of this site, any communications sent to you via this site or otherwise from company (including, without limitation, in the form of electronic mail or via telephone), or information available from this site, including, without limitation, any damages suffered as a result of omissions or inaccuracies in such information, the transmission of confidential or sensitive information to from the site providers, and inconvenience, delay or loss of use of the service, even if any one of or all of the site providers is advised of the possibility of such damages. Without limiting the foregoing, the site providers assume no liability or responsibility for damage or injury to persons or property arising from any use of any product, information, idea, or instruction contained in the content of this site.

9. INFORMATION COLLECTED BY THIRD-PARTIES

We may allow third-party companies that use tracking technologies, such as cookies or pixels, to record IP information about users who visit or interact with our website. Our website does not provide any personal information to these third parties. This information allows them to deliver targeted advertisements and gauge their effectiveness. Some of these third-party advertising companies may be advertising networks that are members of the Network Advertising Initiative which offers a single location to opt out of ad targeting from member companies.

II Commercial terms and conditions

10. LICENCE TO USE OUR SERVICES

10.1. Ownership and Rights to Access and/or Use the Services. By using the Services and subject to your compliance with the Terms: (i) Value Associates Limited and our licensors grant to you a limited, personal, non-exclusive, non-transferable, revocable right to use and/or access the Services; and (ii) you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell and/or re-sell any content, software, products and/or services obtained from and/or through the Services without the express prior written permission of Value Associates Limited. Neither the Terms nor your access to and/or use of the Services transfers to you and/or any third-party any rights, title and/or interest in any intellectual property rights related to the Services.

10.2. Reservation of rights. Our Services and those of our licensors are protected by applicable intellectual property laws, including United Kingdom copyright law and international treaties. Subject to the limited rights expressly granted hereunder, Value Associates Limited and/or its third-party providers, licensors, and suppliers reserve all rights, title, and interest in and to the Services, including without limitation, all related worldwide intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

10.3. Availability of content. We do not guarantee that any content will be made available on the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit and/or modify any content in our sole discretion, at any time, without notice to you and for any reason and (ii) remove or block any content from the Services.

10.4. Beta Testing. If you receive access to the Services or Services features on a as an alpha, beta or early access offering (“Beta Testing”), use is permitted only for your internal evaluation until the earlier of (i) the end of the Beta Testing period for which you registered to use the applicable Service(s); (ii) the start date of any purchased subscriptions ordered by you for such Service(s); or (iii) termination by Value Associates Limited in its sole discretion. Beta Testing is optional and either party may cease Beta Testing at any time for any reason upon written notice. Beta Testing may be inoperable, incomplete or include features that Value Associates Limited may never release, and their features and performance information are our Confidential Information. Notwithstanding anything herein to the contrary, whether Customer chooses to use Beta Testing is completely within your control. If you chooses to use Beta Testing, you understand and agree that Beta Testing is made available on an “AS IS,” and “AS AVAILABLE” basis and that we provide no warranty, indemnity, SLA or support for Beta Testing and its liability for Beta Testing will not exceed GBP50. VALUE ASSOCIATES LIMITED DOES NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE BETA TESTING WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF BETA TESTING WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE USE OF THE BETA TESTING WILL BE ACCURATE.

10.5. Marketing of services, products, and/or events. As part of the registration process, customers are also provided the opportunity to receive relevant information about the Service – including related tips and training – as well as information about other products and services that may interest them. In this instance, Value Associates Limited may reach out to the customer through e-mail provided at registration. Acceptance is optional and declining to opt-in will not impact the Service. Should customer opt-in to receiving marketing materials, etc., that consent may be revoked at any time by clicking the unsubscribe link provided in the email and also as described in Value Associates Limited ‘s Privacy Policy. Revocation of consent will not impact our ability to contact you regarding transactional and/or service support, unrelated to marketing.

11. SCOPE OF USE

11.1. Use of Services and Availability. Value Associates Limited retains the right, in its sole and absolute discretion, to deny access to and/or use of the Services to anyone at any time and for any reason. While we use reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time. You understand and agree that there may be interruptions to the Services and/or use of and/or access to your Account due to circumstances both within our control (e.g., routine maintenance) and outside of our control. You are solely responsible for ensuring that your access to and/or use of the Services is in compliance with all laws, rules and regulations applicable to you and the right to access and/or use the Services is revoked where your access to and/or use of the Services is prohibited. Further, the Services are offered only for your use, and not for the use and/or benefit of any third party.

11.2. Creating an Account. To sign up, access and/or use the Services (“Subscribe”), you must create an account (an “Account”). Your Account requires you to (i) indicate agreement to these Terms, (ii) provide contact information, and (iii) submit any other form of authentication required during the registration process, as determined by Value Associates Limited in its sole and absolute discretion. You agree not to create an Account and/or use the Services if you have been previously removed by us and/or banned from the Services. You agree that Value Associates Limited will not be liable to you and/or to any third party for any suspension and/or termination of your Account and/or any refusal of any access to and/or use of the Services (or any portion thereof). You must provide accurate and complete information and keep your Account information updated. You shall not: (a) select and/or use as a username a name of another person with the intent to impersonate that person; and/or (b) use as a username a name that is otherwise offensive, vulgar and/or obscene. You are solely responsible for maintaining the security of your Account, and you are fully responsible for all activities that occur under your Account and any other actions taken in connection with your Account. Your user license is non-transferrable and may not be sold, combined and/or otherwise shared with any other person. A user license must be used by one assigned individual only. If you violate these Terms we may terminate your Account immediately. You must notify us immediately of any change in your eligibility to use the Services (including any changes to and/or revocation of any licenses from state authorities), breach of security and/or unauthorized access to and/or use of your Account. You must never publish, distribute and/or post login information for your Account. If we terminate your Account, you may not subscribe under a new Account unless we formally invite you in writing. You must immediately notify Value Associates / Acorn Compliance of any unauthorized uses of your Account or any other breaches of security. Value Associates / Acorn Compliance will not be liable for any acts and/or omissions by you, including without limitation, any damages of any kind incurred as a result of such acts and/or omissions.

11.3. Restrictions. Except as expressly specified in the Terms, you shall not (i) modify, and/or make derivative works of, disassemble, reverse compile and/or reverse engineer any part of the Services; (ii) copy, reproduce, distribute, republish, download, distribute, disclose, encumber, time-share, license, sell, distribute, display, post and/or transmit any part of the Services in any form and/or by any means use or permit the use of, reproduce or otherwise duplicate, disclose, distribute, modify, encumber, time-share, license, sublicense, sell, distribute, assign, rent, lease, or transfer any Services, any portion thereof, and/or otherwise commercially exploit the Services, in whole or in part; (iii) frame and/or utilize framing techniques to enclose any trademark, logo, and/or other portion of the Services (including images, text, page layout, and/or form); (iv) use any metatags and/or other “hidden text” using Value Associates Limited / Acorn Compliance name and/or trademarks; (v) use any manual and/or automated software, devices and/or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” and/or download data from any pages contained in the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such); (vi) use and/or access the Services in order to build a similar and/or competitive website, product, and/or service; (vii) copy, reproduce, distribute, republish, download, display, post and/or transmit any part of the Services in any form and/or by any means; (viii) remove and/or destroy any copyright notices and/or other proprietary markings contained on and/or in the Services; (ix) intentionally hold Value Associates Limited and/or their employees and/or directors up to public scorn, ridicule and/or defamation; (x) promote and/or provide information about illegal activities and/or physical harm and/or injury to any group, individual, institution and/or property; (xi) take any action that imposes or may impose (as determined by us in our sole and absolute discretion) an unreasonable and/or disproportionately large load on our (and/or our third party providers’) infrastructure; (xii) make the functionality of the Services available to multiple users through any means, including, but not limited to distribution of the Services or by uploading the Services to a network and/or file-sharing service and/or through any hosting, application services provider and/or any other type of service, and/or (xiii) circumvent or disable any security or technological features or measures of the Services. You will comply with any technical restrictions on the Services that allow you to use the Services only in certain ways. Any unauthorized use of the Services terminates the rights granted by Value Associates Limited pursuant to the Terms.

12. FEES AND PAYMENTS

12.1. Fees for our Product.

You agree to pay us any fees for each Product you purchase or use in accordance with the pricing and payment terms presented to you for that Product. We use third party payment processors (Stripe and PayPal) to bill you through a payment account.  The processing of payments will be subject to the terms, conditions and privacy policies of the applicable payment processor, in addition to this Agreement. Fees paid by you are non-refundable, except as provided in these Terms or when required by law. Unless otherwise indicated, all fees and other charges are in GBP, and all payments shall be in GBP currency.

12.2. Subscriptions.

Our Product is billed on a subscription basis (“Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Payment will be charged to your chosen payment method at confirmation of purchase and at the start of every new billing cycle.  Your Subscription will automatically renew at the end of each billing cycle unless you cancel your account through your online account management page or by contacting us at info@valueassociates.co.uk or info@acorncompliance.com prior to the end of the billing cycle. You may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating. You may cancel auto-renewal on your Subscription immediately after the Subscription starts if you do not want it to renew.

We may change the price for Subscriptions from time to time and will communicate any price changes to You in advance and, if applicable, how to accept those changes. Price changes for Subscriptions will take effect at the start of the next subscription period following the date of the price change. You accept the new price by continuing to use Your Subscription after the price change takes effect. If You do not agree with the price changes, You have the right to reject the change by cancelling Your Subscription before the price change goes into effect.

We, through our third-party providers (Stripe and PayPal) will keep your detailed payment information, such as non-sensitive credit card partial numbers and expiration date, on file. We do not access this information, except through provided programmatic methods by the provider(s). You are responsible for keeping your payment details up-to-date by changing the details in your account settings.  When your details change or are due to expire, we may obtain or receive from your payment provider updated payment details, including your card number, expiration date, and CVV (or equivalent).  This enables us to provide you access to the Product.  You authorise us to continue to charge your credit card using the updated information.  If a payment is not successfully authorised due to expiration, insufficient funds, or otherwise, we may suspend or terminate your subscription until applicable changes have occurred.  You also agree that we may charge you via your payment method on file if you elect to restart your subscription.

For any upgrade or downgrade in plan level, your credit, debit, or other payment card will automatically be charged the new rate on your next billing cycle. You will be billed immediately for the prorated difference for the current billing cycle for any upgrade to any higher priced plan during that billing cycle. If a plan downgrade causes a credit to your account, this credit will be used toward your next billing cycle(s). This credit will not be refunded.​

12.3. Taxes.  Our prices listed do not include any taxes, levies, duties or similar governmental assessments of any nature such as value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”) unless otherwise indicated. You are responsible for paying Taxes associated with your purchase and keeping your billing information up to date.

12.4. Price Changes.  We may change the fees charged to you for the Services at any time, provided that, for Product billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. We will provide you with advance notice of any change in fees and you will have the opportunity to cancel your Subscription as set forth in Section 1.2.

12.5. Refund Policy.  Your satisfaction with our Product or Service is important to us. Yet, because of the extensive time, effort, preparation and care that goes into creating and/or providing our Products and Services, you acknowledge that we do not offer refunds from the purchase date for any portion of your payment for any of our Products, and Services.

By using and/or purchasing any of our Products and Services, you understand and agree that all sales are final and no refunds will be provided for any reason.

13. SUSPENSION AND TERMINATION OF SERVICES

13.1. By You.  You can terminate your Subscription and delete your account at any time through your account management page. Such termination and deletion will result in the deactivation or disablement of your account and access to it, and the deletion of content you collected through use of the Product. Terminations are confirmed immediately and you will not be charged again for that Subscription unless you purchase a new one. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund unless you are terminating for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; (b) a refund is required by law; or (c) we, in our sole discretion, determine a refund is appropriate. For clarity, we will not grant a refund where you have used our Product, unless the termination is due to our material, uncured breach or a refund is required by law.

13.2. By Us.  We may terminate your Subscription for any reason at the end of a billing cycle by providing at least 30 days’ prior written notice to you and you will not be charged for the next billing cycle. We may terminate your Subscription for any reason by providing at least 90 days’ written notice to you and will provide a pro rata refund for any period of time you did not use in that billing cycle. We may immediately suspend performance or terminate your Subscription for any of the following reasons: (a) you have materially breached these Terms, in our sole discretion, and failed to cure that breach within 30 days after we have notified you in writing of such breach; or (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days.

13.3.  Failed charges. If your credit card on file is closed or the Account information is changed, or if, for any reason, a charge is rejected, you shall immediately update your Account or supply a new payment account, as appropriate. If you are unable to update your credit card account with appropriate information, then Value Associates Limited will send an invoice to you detailing the amount due. You must pay the amount due in full within seven (7) days after the date of the invoice. You agree to notify us in writing of any changes to your Account information or termination of any authorization at least thirty (30) days prior to the immediately subsequent billing date. In the event payment dates fall on a weekend or holiday, you understand that the payments may be executed on the next business day. Unpaid amounts are subject to a late charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Services. Value Associates Limited may, without liability to you, disable the password, Account and access to all or part of the Services if any fees owed are not paid within forty-five (45) days after such fees first becoming due and payable under the Terms. In the event of the foregoing, Value Associates Limited / Acorn Compliance shall not be obligated to provide any and/or all of the Services until such fees are paid in full. Accounts that have been terminated may be reactivated if valid payment information is entered and the card can be successfully processed for all charges accrued on the Account since the failed credit card charge.

14. USER CONTENT

14.1. You represent and warrant that: (i) any information and/or User Content you provide in connection with your access to and/or use of the Services is true, accurate and complete and you will maintain and update such information regularly; (ii) you will respect the intellectual property, other information, and all rights of Value Associates Limited and others using the Services, and all third-parties; and (iii) any information and/or User Content you provide in connection with your access to and/or use of the Services does not infringe on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity and/or other rights.

14.2. Feedback. Please keep in mind that we do not seek any unsolicited ideas and/or materials for the Services. If you provide us (in a direct mail, email and/or otherwise) with any feedback, suggestions, improvements, enhancements, recommendations and/or feature requests relating to the Services (“Feedback”), then you further grant to Value Associates Limited a worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner it deems appropriate, any and all Feedback, and to sublicense the foregoing rights. Value Associates Limited will treat any Feedback you provide to Value Associates Limited as non-confidential and non-proprietary. You represent and warrant that you have all rights necessary to submit the Feedback.

15. CHANGES AND UPDATES

15.1. Changes to Terms.  You acknowledge and agree that we may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services or Products, and to account for new Services or Products or functionality. If an amendment is material, as determined by us, we may notify you by email and/or posting it to our website or upon your login to your account. Changes will be effective no sooner than the day they are publicly posted, and apply to all access to and use of the Services and Products thereafter. However, any changes to the dispute resolution provisions will not apply to any disputes for which the parties have actual notice before the date the change is posted.  If you do not want to agree to any changes made to the Terms, you should stop using the Services and Products, because by continuing to use them you indicate your agreement to be bound by the updated terms.

15.2. Changes to the Product and Services.  We are continually changing and improving our Products and Services. We may add, alter, or remove functionality from a Service or Product it provides to you at any time without prior notice.

16. DISCLAIMERS AND LIMITATION OF LIABILITY

16.1. Disclaimers.

While we strives to provide you with a great experience when using the Products or Services, there are certain things we do not promise about our Products or Services. We try to keep our Products or Services up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCTS AND SERVICES AND ANY INFORMATION, GUIDANCE, OR RECOMMENDATIONS THEREIN ARE PROVIDED “AS IS” AND WE DO NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE PRODUCT.

16.2. Exclusion of Certain Liability.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS OR SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16.3. Limitation of Liability.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS AND SERVICES AND THESE TERMS WILL NOT EXCEED THE AMOUNT YOU PAID TO US FOR USE OF THE PRODUCTS AND SERVICES AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

17. CONFIDENTIALITY

17.1 “Confidential Information” means any non-public data, information and other materials regarding the products, software, services, customer list, or business of a party (and/or, if either party is bound to protect the confidentiality of any third party’s information, of a third party) provided to the other party where such information is marked or otherwise communicated as being “proprietary” or “confidential” or the like, or where such information should, by its nature, be reasonably understood to be confidential and/or proprietary. For clarification purposes, ‘Confidential Information’ includes ‘Personal Data,’ Personally Identifiable Information, Personal Information or similar term as defined under applicable data protection law. Without limiting the foregoing, the Software and any performance data, benchmark results, and technical information relating thereto, the Documentation, Value Associates Limited / Acorn Compliance’s pricing information and the terms and conditions of this Agreement (but not its existence) shall be deemed the Confidential Information of Value Associates Limited / Acorn Compliance. The party disclosing Confidential Information shall be referred to herein as the “Disclosing Party” and the party receiving Confidential Information shall be referred to herein as the “Receiving Party.”

17.2 Notwithstanding the foregoing, Confidential Information shall not include information which:

1. is already or becomes known to the Receiving Party prior to disclosure by the Disclosing Party or independently of the Receiving Party’s knowledge of the Confidential Information and is not subject to an obligation of confidentiality;
2. is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information;

iii. is rightfully obtained by the Receiving Party without breach of this Agreement and/or from a third party without restriction as to disclosure, or is approved for release by written authorization of the Disclosing Party; or

1. was lawfully and demonstrably in the possession of the Receiving Party without an obligation of confidentiality and without use of or reference to the Disclosing Party’s Confidential Information.

17.3 The Receiving Party agrees not to use or disclose the Confidential Information of the Disclosing Party for any purpose other than as necessary and appropriate to perform its obligations under this Agreement, including through dissemination to its officers, directors, employees, agents, affiliates, and subcontractors (and their employees) (collectively “Representatives”) who have a need to know such Confidential Information and who are bound in writing to confidentiality obligation at least as protective as those herein. The Receiving Party will cause such Representatives to comply with this Agreement and will assume full responsibility for any failure to comply with the terms of this Agreement. The Receiving Party will not transfer or disclose any Confidential Information to any third party without the Disclosing Party’s prior written consent and without such third party having a contractual obligation to protect and keep such Confidential Information confidential. The Receiving Party agrees to treat all Confidential Information of the Disclosing Party in the same manner as it treats its own similar proprietary information, but in no case will the degree of care be less than reasonable care. Notwithstanding the foregoing, a party may disclose information concerning this Agreement and the transactions contemplated under this Agreement, including providing a copy of this Agreement, to any or all of the following: (i) potential acquirers, merger partners, investors and their personnel, attorneys, auditors and investment bankers, solely in connection with the due diligence review of such party by persons and provided that the disclosures are made in confidence; (ii) the party’s outside accounting firm; or (iii) the party’s outside legal counsel.

17.4 If the Receiving Party is requested or required to disclose any of the Disclosing Party’s Confidential Information under a subpoena, court order, statute, law, rule, regulation or other similar requirement (a “Legal Requirement”), the Receiving Party will, if lawfully permitted to do so, provide prompt notice of such Legal Requirement to the Disclosing Party so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If the Disclosing Party is not successful in obtaining a protective order or other appropriate remedy and the Receiving Party is legally compelled to disclose such Confidential Information, or if the Disclosing Party waives compliance with the provisions of this Agreement in writing, the Receiving Party may disclose, without liability hereunder, such Confidential Information solely to the extent necessary to comply with the Legal Requirement.

17.5 Insofar as User Content constitutes Personal Data (or any related term) under applicable data protection law, Receiving Party shall, taking into account the nature of the processing, assist Disclosing Party by 1) implementing appropriate technical and organizational measures (as is possible), 2) ensuring its compliance with legal obligations, and 3) make all information necessary to demonstrate lawful compliance available to Receiving Party.

17.6 The parties agree that ownership of any Confidential Information (including, without limitation, all Intellectual Property rights) in and to any materials owned by the other party shall remain exclusively with that party, and nothing in this Agreement shall imply that any right or license in respect of such Intellectual Property is being granted to the other party.

17.7 Upon termination or expiration of this Agreement and upon the Disclosing Party’s written request, the Receiving Party will return to the Disclosing Party all copies of Confidential Information already in the Receiving Party’s possession or within its control. Notwithstanding the foregoing, the Receiving Party shall be entitled to keep copies of any records it is required to retain by law or regulation, and/or copies retained as part of the Receiving Party’s backup or record retention process, such as this Agreement, the proposal, and due diligence information provided by the Disclosing Party, which shall remain subject to the confidentiality terms set forth herein. Alternatively, with Disclosing Party’s prior written consent, the Receiving Party may destroy such Confidential Information; provided that the Confidential Information is: (i) destroyed in accordance with applicable law, rule or regulation; and (ii) is rendered unreadable, undecipherable and otherwise incapable of reconstruction, in which case an officer of the Receiving Party will certify in writing to the Disclosing Party that all such Confidential Information has been so destroyed. The obligations with respect to Confidential Information, as set forth in this Section 11, shall continue in force and effect for a period of five (5) years after termination or expiration of this Agreement. Notwithstanding the foregoing, Confidential Information that constitutes a trade secret of the Disclosing Party will be subject to the terms of this Agreement for as long as such information remains a trade secret under applicable law.

17.8 Each party acknowledges that a breach of this Section 11 may result in irreparable and continuing damage to the Disclosing Party for which monetary damages may not be sufficient, and each party agrees that the Disclosing Party will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive or all other equitable relief, and such further relief as may be proper from a court of competent jurisdiction. The terms of this Section 15 shall survive the expiration or termination of this Agreement.

18. INDEMNIFICATION

18.1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, the Consultancy agrees to indemnify and hold harmless the Client, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

19. RESOLVING DISPUTES, ARBITRATION AGREEMENT, GOVERNING LAW

19.1.  Resolving Disputes.  If you have a concern, we want to first try to address it without needing a formal legal case. Before filing a claim against us, you agree to try to resolve the dispute informally by contacting info@valueassociates.co.uk. We’ll try to resolve the dispute informally. If a dispute is not resolved within 15 days of submission, you or us may start a formal proceeding.

19.2.  Judicial Forum for Disputes. You and us agree that this contract will be governed by and construed in accordance with the laws of the England and Wales and shall be subject to the non-exclusive jurisdiction of the High Court in London.

20. OTHER TERMS

20.1.  Assignment.  You

may not assign these Terms or your rights to use our Products or Services without our prior written consent, which may be withheld in our sole discretion. We may assign these Terms at any time without notice to you.

20.2. Entire Agreement.  These Terms, and any other policy located on our website constitute the entire agreement between you and us, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter.

20.3. Independent Contractors.  The relationship between you and us is that of independent contractors, and not legal partners, employees, or agents of each other.

20.4. Interpretation.  The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.

20.5. No Waiver.  A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.

20.6. Severability.  If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.

20.7. Third Party Beneficiaries.  There are no third party beneficiaries to these Terms.

Last Edited on 31 January 2024

Contact Us

If you have any questions, concerns or complaints about these TERMS AND CONDITIONS, please contact us:

By email: info@valueassociates.co.uk or info@acorncompliance.com

By phone: +44 20 8144 4504

By mail: Value Associates Limited trading as Acorn Compliance Registered Office:

553 High Road, Wembley, Middlesex, HA0 2DW, UK