Terms & Conditions

Terms & Conditions

By Andrew Naylor, posted on 13th April 2018

These Terms and Conditions Apply to Users of the Audit4 Compliance Service and Audit4 Compliance Software.

Audit4 Compliance Ltd, Southgate Business Centre, 32 Gillygate, Pontefract West Yorkshire England WF8 2UT (“Audit4 Compliance Ltd”, “Us” or “We”) provides access and use of our Audit4 service, Audit4 software and Audit4 apps to you, our customer (collectively “you”), subject to your compliance with all terms, conditions and notices contained or referenced in this document (the “Terms”).

IMPORTANT NOTE:

Please read these Terms carefully. By using the Audit4 service and Audit4 software you are stating that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you are not permitted to use any Audit4 apps.

Ownership and Responsibility

(a) Audit4 solely owns, or licenses all intellectual property and other rights, howsoever arising in and to the Audit4 app, and reserves all rights therein not expressly and explicitly granted under these Terms. If new features, improvements or derivative works are prepared by or on behalf of Audit4 based on suggestions or requests by you, Audit4 will solely own such modifications.

(b) Audit4 does not claim ownership of any information, data, text, photographs, graphics, video, or other materials you upload (your “App Data“). As between Audit4 and you, you own all rights to your App Data. Audit4 does not review uploads that you create, and you agree that you are solely responsible for all your App Data.

No Resale of the Audit4 Service or Audit4 Software

You agree not to reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes any portion (except for your App Data, to which Audit4 agrees you retain all rights), use of, or access to the Audit4 Services or Audit4 Software. If you wish to pursue resale of the Audit4 apps, contact our support team to discuss our Vendor options.

Fees and Billing

(a) User License Fees.
Each user that is registered on the Audit4 is subject to a recurring user licence fee. User license fees are charged monthly at the rates agreed with each individual client.

(b) Invoicing and Automatic Renewal.

All Audit4 licenses, subscriptions and services shall automatically renew on the first day of each billing period (monthly) until cancelled by you. You may, at any time, cancel individual services, licenses and subscriptions by emailing our support team. You accept that that any outstanding invoices issued by Audit4 prior to receipt of your notice of cancellation must still be paid in full.

(c) Value Added Tax

Unless otherwise expressly stated, all fees are exclusive of local value added tax, sales tax, other taxes, duties and charges imposed or levied in connection with these Terms (“Taxes”). Audit4 will add any such applicable Taxes to your invoices as required by prevailing legislation. Without limiting the foregoing, you will be liable for any new Taxes imposed or levied in any relevant jurisdiction subsequent to commencing your Audit4 Service account.

(d) Fee Review.
Audit4 may periodically review fees, at which point Audit4 may increase or amend any such fee. Such reviews will occur no more than once within a continuous 12 month period. Where there is any net increase in the fees payable, Audit4 shall give no less than 30 days written notice to you of such increase.

Payment of Audit4 Fees

The default option for paying your Audit4 fees is by bank transfer. You agree that if your payment is not received by the invoice due date, for any reason, Audit4 may suspend or cancel your Audit4 subscription.

Restrictions

Unless expressly permitted under these Terms, you must not (as applicable):

(a) Use the Audit4 Service or Audit4 Software in any way that could damage Audit4’s reputation, or the goodwill or other rights associated with the Audit4 Service

(b) Permit any third party to access, install or use the Audit4 Service or Audit4 Software other than in accordance with these Terms;

(c) Disable, tamper with or otherwise attempt to circumvent any billing mechanism that meters the use of the Audit4 Service

(d) Reproduce, make error corrections to, modify, decompile, disassemble or otherwise reverse engineer the Audit4 Service or Audit4 Software, or permit or facilitate any third party to do so;

(e) Copy Audit4 Software, except such copies as necessary for reasonable and customary back-up and disaster recovery purposes.

(f) When accessing, installing and using the Audit4 Service or Audit4 Software:

(i) Attempt to undermine the security or integrity of Audit4 computing systems or networks or, where the Audit4 Service or Audit4 Software is hosted or operated by a third party, the third party’s computing systems and networks;

(ii) Use, or misuse, the Audit4 Service or Audit4 Software in any way which may impair its functionality, or the functionality of any other system used to deliver the Audit4 Service or Audit4 Software, or impair the ability of any third party to lawfully use the Audit4 Service or Audit4 Software;

(iii) Attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access or to the computer systems on which the Audit4 Service or Audit4 Software is hosted or stored;

(iv) Transmit, or input into the Audit4 Service or Audit4 Software any information, data, files or other material that may damage any other person’s computing devices or software, or which is in violation of any law or regulation (including material protected by copyright or trade secrets which are not granted rights of use);

(v) Use the Audit4 Service or Audit4 Software in connection with unsolicited emails, or to deceptively or without proper authority obtain payment or sensitive information (including, but not limited to, credit card details, social security numbers, user login credentials) from other persons.

European and United Kingdom Data Collection

If you collect personal data in or from any person resident (or normally resident) in Europe or the United Kingdom, your actions occur under the prevailing EU data protection and privacy regulations and you are likely considered to be a “data controller”. You agree to ensure that your use of the Audit4 Service or Audit4 Software is compliant with prevailing EU data protection regulations. Should you qualify as a data controller under prevailing EU data protection and privacy regulations, you also acknowledge and agree to the Audit4 Data Processing Addendum, available at https://www.Audit4.com/dpa and as updated from time to time.

Security

We maintain appropriate technical and operational measures, internal controls, and data security routines intended to protect your data against accidental loss or change, unauthorized disclosure or access, or unlawful destruction. We are not responsible for the security of any data stored on any mobile device owned or controlled by you, your customers or any other Service users.

Privacy and Data Processing

By using the Audit4 Service or Audit4 Software you indicate acceptance of these terms and agree to our Privacy Policy. You agree that Audit4 shall process data on your behalf as necessary to provide you with the Audit4 Service, in accordance with our Privacy Policy, applicable data protection and privacy laws and, where applicable, the Audit4 Data Processing Addendum.

Copyright Infringement

Audit4 respects the intellectual property rights of others. Accordingly, Audit4 has a policy of disabling access to any Audit4 customer that violates copyright law, suspending access to the Audit4 Service or Audit4 Software to any user who uses the Audit4 Service or Audit4 Software in violation of copyright law, and/or terminating in appropriate circumstances the account of any user or customer who uses the Audit4 Service or Audit4 Software in violation of copyright law.

Termination

You agree that Audit4 may terminate your Audit4 Service membership or suspend your access to all or part of the Audit4 Service or Audit4 Software, without notice, if Audit4 determines, in its sole and absolute discretion, that you have violated these Terms. Further, you agree that Audit4 shall not be liable to you or any third party for removing your apps or suspending or terminating your access to the Audit4 Service or Audit4 Software. You may discontinue your participation in and access to the Audit4 Service at any time, in which case any pre-paid payments are non-refundable and any pending payments must be settled with us.

Modifications to these Terms

Audit4 may, in its sole and absolute discretion, change these Terms from time to time. Audit4 will post notice of such changes on the Audit4 website. If you object to any such changes, your sole recourse shall be to cease using the Audit4 Service and Audit4 Software. Continued use of the Audit4 Service or Audit4 Software following notice of any such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

Modifications to the Audit4 Service and Audit4 Software

Audit4 reserves the right to modify or discontinue the Audit4 Service or Audit4 Software with or without notice to you. Audit4 shall not be liable to you or any third party should Audit4 exercise its right to modify or discontinue the Audit4 Service or Audit4 Software.

Email Communications

By giving your email address to Audit4, you agree to receive administrative, announcements, newsletters, sales, and marketing emails from Audit4. You can opt-out from these emails by clicking on the “unsubscribe” link at the end of the emails.

Links, Content and Resources

Audit4’s provision of a link to Audit4 resources and/or any other website or internet resource is for your convenience only and does not signify Audit4 endorsement of such other web site or resource or its contents. Audit4 shall have no responsibility or liability for any information, software, or materials found at any other website or internet resource.

Delivery of Emails, Notifications and Other Messages

Audit4 goes to great lengths to ensure successful delivery of emails, push notifications and other messages generated on or by the Audit4 Service, however we do not guarantee successful delivery of these. You agree that Audit4 cannot be held responsible for any consequences of such delivery failure. This is because delivery is not solely controlled by Audit4 and is subject to a number of points of failure which can prevent delivery.

Service Availability

You agree that access to the Audit4 Service is reliant upon various factors outside of Audit4’s control, including, without limitation, your internet service provider, global telecommunications links, our hosting and other service providers, and other factors which may impact upon the availability of the Audit4 Service. While we will use all reasonable endeavours to ensure that you have continuous access to the Audit4 Service and apps created thereon, we will not be liable to you or any other person for any loss or damage caused by unavailability of the Audit4 Service.

Disclaimer of Warranties

You understand and expressly agree that use of the Audit4 Service and Audit4 Software is at your sole risk. The Audit4 Service and Audit4 Software is provided on an “as is” and “as available” basis. Audit4 expressly disclaims all warranties of any kind, whether express or implied, with respect to the Audit4 Service and Audit4 Software (including, but not limited to, the implied warranties of merchantability, fitness for a particular use or purpose, and non-infringement). Audit4 makes no warranty that the Audit4 Service or Audit4 Software will meet your requirements, or that the Audit4 Service or Audit4 Software will be uninterrupted, timely, secure, or error-free. You understand and agree that any material and/or information downloaded or otherwise obtained through the use of Audit4 is done at your own discretion and risk and that you will be solely responsible for any damage or consequential losses arising therefrom. No advice or information, whether oral or written, obtained by you from Audit4 or through the Audit4 Service or Audit4 Software shall create any warranty not expressly made herein.

Limitation of Liability

You understand and expressly agree that, to the extent permitted under applicable law, in no event will Audit4 or its officers, employees, directors, shareholders, parents, subsidiaries, affiliates, agents, or licensors be liable under any theory of liability (whether in contract, tort, statutory, or otherwise) for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of revenues, profits, goodwill, use, data, or other intangible losses (even if such parties were advised of, knew of, or should have known of the possibility of such damages), resulting from your (or anyone using your account’s) use of the Audit4 Service or Audit4 Software.

Resolution by Arbitration

This agreement requires the use of arbitration on an individual basis to resolve disputes, rather than injunctive legal actions, jury trials or class actions, and also limits the remedies available to you in the event of a dispute.

Exclusions And Limitations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations and disclaimers in these Terms may not apply to you. To the extent that Audit4 may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Audit4 liability shall be the minimum permitted under such applicable law. Unless expressly provided otherwise, the limitation of liability shall not exceed the amount of the fees paid by you to use for the provision of the Audit4 Service and Audit4 Software.

Indemnification

You agree to indemnify, defend, and hold harmless Audit4, its parents, subsidiaries, affiliates, officers, directors, employees, consultants, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys. fees) that such parties may incur as a result of or arising from (a) any information (including, without limitation, your Submissions or any other content) you (or anyone using your account) submits, posts, or transmits through the Audit4 Service or Audit4 Software, (b) your (or anyone using your account’s) use of the Audit4 Service or Audit4 Software, (c) your (or anyone using your account’s) violation of these Terms, and (d) your (or anyone using your account’s) violation of any rights of any other person or entity.

Miscellaneous

These Terms constitute the entire and exclusive and final statement of the agreement between you and Audit4 with respect to the subject matter hereof and supersede any prior agreements or negotiations between you and Audit4 with respect to the subject matter hereof. These Terms and the relationship between you and Audit4 shall be governed by the laws of the United Kingdom, notwithstanding your actual place of residence. All lawsuits arising from or relating to these Terms or your use of the Audit4 Service and Audit4 Software shall be brought in the Federal or State courts located in the United Kingdom and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. The failure of Audit4 to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavour to give effect to the intentions of Audit4 and you as reflected in the provision, and that the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Audit4 Service and Audit4 Software or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms are for convenience only and have no legal or contractual effect. All terms, as well as any limitations on liability explicitly set forth herein, shall remain in full force and effect notwithstanding any termination of your use of the Audit4 Service and Audit4 Software.


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