Application and entire agreement
1. These Terms and Conditions apply to the usage of our internet services and/or the provision of the services detailed in our order or quotation (Services) by Track Record Global Ltd a company registered in England and Wales under number 04811992 whose registered office is at Unit 40, Murdock Road, Bicester, Oxfordshire, United Kingdom OX26 4PP (we or us) to the person using and/or buying the services (you).
2. You are deemed to have accepted these Terms and Conditions when you agree to the terms on the website or accept our order or quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions together with our order or quotation (the Contract) are the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
6. Words imparting the singular number shall include the plural and vice-versa.
7. We warrant that we will use reasonable care and skill in our performance of the Services, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
8. We will use our reasonable endeavours to complete the performance of the Services within the time agreed; however, time shall not be of the essence in the performance of our obligations.
9. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
10. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
11. If you do not comply with clause 10, we can terminate the Services.
12. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
Confidentiality and Privacy
13. We will store and process your data as part of our risk assessment and other services. Where personal data relates to a risk assessment (for instance the safety assessment of product) we have an ongoing responsibility to store and process this data.
14. We will store and process data which may be of a personal nature, such as:
i. means of identification and IT security (IP address, geographical locations determined by IP address, your name, username and/or email address, a link to your company details)
ii. means of contacting you (email address, postal address, fax + telephone numbers and other social media contacts)
iii. means of processing payments (bank details)
15. We will avoid the storage and retention of sensitive data where it is not required by it’s services, such as photos of people; health or medical information; religious, political or personal views; information regarding children.
16. We will retain data as long as is required under our legal obligations. Data will then be deleted in accordance with our Data Retention Policy.
17. Track Record Global Ltd is a registered company in the United Kingdom. The lead supervisory authority for the data processing is the UK Information Commissioner’s Office (ICO). You have a right to complain to the ICO if you think there is a problem with the way we are handling your data.
18. Where fees (Fees) are applicable for use of our services, this will be clearly set out by us in orders or quotations. This agreement alone does not imply that you are liable to pay fees for the use of our services.
19. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Cancellation and amendment
20. We can withdraw, cancel or amend an order or quotation if it has not been accepted by you, or if the Services have not started, within a period of 14 days from the date of the order or quotation.
21. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the order or quotation.
22. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
23. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
24. We will invoice you for payment of the Fees either:
i. when we have completed the Services; or
ii. on the invoice dates set out in the order or quotation.
25. You must pay the Fees due within 30 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
26. Time for payment shall be of the essence of the Contract.
27. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 4% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
28. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
29. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
30. Receipts for payment will be issued by us only at your request.
31. All payments must be made in currency indicated in the invoice unless otherwise agreed in writing between us.
Sub-Contracting and assignment
32. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
33. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
34. We can terminate the provision of the Services immediately if you:
i. commit a material breach of your obligations under these Terms and Conditions; or
ii. fail to make pay any amount due under the Contract on the due date for payment; or
iii. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
iv. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
v. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
35. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and indemnity
36. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
37. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
38. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
i. any indirect, special or consequential loss, damage, costs, or expenses or;
ii. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
iii. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
iv. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
v. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
39. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
40. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Circumstances beyond a party’s control
41. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
42. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
43. Notices shall be deemed to have been duly given:
i. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
ii. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
iii. on the fifth business day following mailing, if mailed by national ordinary mail; or
iv. on the tenth business day following mailing, if mailed by airmail.
44. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
45. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
46. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
47. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
Issue Date: 2018-07-23
Compliance Library Subscription Terms and Conditions
For subscribers to the Track Record Global Compliance Library (Compliance Services), further to the General Terms & Conditions:
Intellectual property – Compliance Library
1. You acknowledge and agree we own all intellectual property rights in the Compliance Services in terms of how it functions and its contents.
2. We grant you a non-exclusive, non-transferable permission to use these Compliance Services via a unique link or access (during the period that your subscription pays access for) for internal business operations.
3. You undertake:
i. that your users are all operating under one unique business entity,
ii. that you will not share your unique link or access to the Compliance Services with other potential users at a separate business entity(ies).
4. You will not attempt to modify, duplicate, create derivative works from, or distribute all or any portion of our Compliance Services.
5. You will not attempt to reverse engineer all or any part of our Compliance Services.
6. You will not access all or any part of our Compliance Services in order to build a product or service which competes with our Compliance Services.
7. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Compliance Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Issue Date: 2020-06-01