1. Applicability

We’re really looking forward to having you as our customer. This document is our contract with you and provides you with confidence as to how Regtify will help you and what we require from you in return.

1.1 Contract Parties

This contract shall exist between Regtify Ltd (“Regtify”), HE355806 and You or the entity, company, organisation and its affiliates You are authorised to represent and not a private consumer (in the following referred to as “You” or “Your”).

1.2 Acceptance

By accepting these Terms of Service or using the Regtify Service, You agree to be bound to these Terms. If You do not have such authority to represent an entity, company, organisation or its affiliates or You do not agree with these Terms of Service, You must not accept these Terms and must not use the Regtify Service.

1.3 Start Date

This document was last updated on 9 December 2017. It is effective between You and Regtify as of the time and date You are accepting these Terms.

1.4 Alternative Arrangements

Any alternative or additional arrangements to these Terms of Service must be agreed in writing. Your Terms and Conditions, even if accepted by Regtify, shall not be part of this contract.

2. Scope

The Regtify Service provides you with some great capabilities and a comprehensive capital adequacy management platform. You start out as a free trial customer and get access to all of Regtify’s content once you sign up for a usage tier. We’re constantly working on making Regtify better and you will benefit from all of our new developments as soon as we add them to our service.

2.1 Regtify Service

Regitfy shall provide You access to the Regtify Service for the duration of this contract. The Regtify Service shall consist of the usage of the Regtify Software as a Service including Regtify’s counterparty and general libraries. The Regtify Service shall further include reference material, glossary, help texts and website text and blog entries from the Regtify.com website.

2.2 Free Trial

2.2.1 Start of Trial Period

Before signing up for a usage tier, You will be registered for the Regtify trial period, providing limited access to the Regtify Service functionality.

2.2.2 Deletion of Unused Trial Accounts

After more than 12 months of inactivity following a trial period, Regtify reserves the right to remove Your account and delete all related data. You shall be responsible for extracting any required data before that time.

2.2.3 Limitations during the Trial Period

The usage of the Regtify Service during the trial period shall be excluded from all warranty or support through Regtify.

2.3 Changes in Service

2.3.1 Minor Deviations

All offers made shall be non-binding in nature. Regtify reserves the right of minor deviations to the service after Your acceptance.

2.3.2 Updates

Regtify further reserves the right to update or enhance the service after Your acceptance without impacting the validity of this contract.

2.4 Contract Duration

The contract shall remain in place until (a) You or Regtify terminate the contract in writing or (b) You have been inactive for more than 12 months in the free trial period.

2.5 Survival

Your confidentiality obligations defined in this contract shall survive termination of Your use of the Regtify Service. Upon any termination of Your use of the Regtify Service, You must cease use of Confidential Information and Intellectual Property, and / or Services and destroy all Confidential Information and Intellectual Property of Regtify in Your possession or control.

3. Payment

Our usage tiers provide you a fair and easily manageable way to use Regtify. We require a 12 month sign up to one of our usage tiers. If you ask nicely we might even offer you monthly contracts. Please also be sure to pay on time to save us all some hassle.

3.1 Subscription to Regtify Usage Tiers

3.1.1 Purchase

You may purchase access to Regtify Usage Tiers by contacting Regtify Support. You may only purchase access after providing accurate billing details.

3.1.2 Usage Tiers

Regtify provides access to the Regtify service based on defined usage tiers limiting (a) the number of concurrent Business Users and (b) the number of sessions.

Should You exceed one or more thresholds defined in your subscribed usage tiers, You shall be prevented from further usage of these types or may subscribe to a higher usage tier.

3.1.3 Refunds

Purchased subscriptions in a usage tier are not refundable. Partial refunds of usage costs for the current month are also not refundable upon termination.

3.1.4 Auto-Renewal, Cancellation and Revert to free trial period

Regtify subscription contracts auto-renew at the end of the contract period for the next 12 months unless cancelled through written notice at least 30 days before end of the contract period.

3.1.5 Bonus and Discounts

We may, at our sole discretion, choose to offer discounted usage tiers for Regtify. Discounts have no monetary or cash value and shall only be used by You to offset cost of Regtify subscription purchases. Bonus codes and discount codes may only be used by You and may not be transferred or sold. Additional terms and limitations may be defined for each bonus or discount code including, but not limited to, expiry dates or specific usages.

3.1.6 Future Functionality

You agree that Your subscription purchases are based solely on Regtify Service functionality available at the time of purchase and not contingent on the delivery of future functionality or features mentioned orally or in written form by Regtify.

3.1.7 Price Changes

Regtify reserves the right to change the price of usage tiers at our sole discretion. Pricing changes shall not affect purchased subscriptions in any way or the validity of this contract.

3.2 Invoicing

Subscription duration are twelve (12) months and payment is due upon contract start. Regtify shall provide an invoice to You after each subscription purchase reflecting the amount confirmed by You in the Regtify Service and potentially applicable discounts applied.

3.3 Taxation

All prices displayed in the Regtify Service are excluding applicable taxes, levies, duties or similar governmental assessments. These will be raised on the invoice as legally required.

3.4 Payment

You will provide Regtify with a valid billing address, a valid purchase order, valid credit card details or an alternative document reasonably acceptable to Regtify. In case You have selected credit card payments, You hereby authorise Regtify or Regtify’s payment processor, to deduct such charges You incur through purchases of credit packages. If You have selected any other payment type, Regtify will send You an invoice immediately following your purchase. Invoice charges are due upon receipt of the invoice with payment no later than thirty (30) days after the invoice date.

3.5 Late Payment

Regtify will notify You of late payments. Regtify reserves the right to accrue and charge interest or late fees on the outstanding balance as permitted by law.

3.6 Suspension of Service and Termination

Either party may elect to terminate Your account for the Regtify Service. You may request termination by submitting a support request to info@regtify.com at least thirty (30) days prior to contract end.

Regtify reserves the right, without limiting Regtify’s other rights and remedies, to suspend Your access to the Regtify Service if (a) any amount You owe to Regtify is more than thirty (30) days overdue, or (b) if we believe You, and / or Your End Users have violated these Terms. Any fraudulent, abusive or illegal activity by You, and / or Your End Users may be referred to appropriate government authorities at Regtify’s sole discretion.

4. Confidentiality

We all have confidential data at stake here. We’ll protect yours and you protect ours. Sounds fair?

Each party will protect each other’s Confidential Information from unauthorised use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted in these Terms, each party may use each other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under these Terms and shall disclose such Confidential Information (a) solely to those of our respective employees, representatives and subcontractors who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. The provisions of this Section 4 shall supersede any non-disclosure agreement by and between the parties that would purport to address the confidentiality and security of data stored using the Regtify Service and such agreement shall have no further force or effect with respect to data stored using the Regtify Service.

5. Responsibilities

We want you to get the most possible value from using Regtify and we work hard to keep Regtify up and running, highly secure and private. Just give us a shout if you need help. Please keep your login credentials safe and don’t share them. It probably won’t surprise you that you need an internet connection to use our service if you’re reading this. Please use all of our content as much as you can. Should you choose to stop using Regtify, please also stop using our content. You’ll remember this from video rentals back in the day – be kind, rewind. Please also let us know if you have any good ideas to make Regtify better and we’ll try and implement them as soon as we can.

5.1 Regtify Responsibilities

5.1.1 Availability

Regtify will take commercially reasonable efforts to make the Regtify Service available to You 24 hours a day, 7 days a week, except for (a) planned downtime for maintenance of which we will aim to inform You electronically at least 8 hours before the downtime and (b) any downtime caused by circumstances beyond our control, including, but not limited to, natural disasters, acts of governments, civil unrest, acts of terror, strike, cyber security incidents or service provider failures.

5.1.2 Support

Regtify will provide basic support to You at no additional cost. Support requests may be raised through the Regtify Service and Regtify will take commercially reasonable efforts to respond within two (2) business days. Regtify reserves the right to define additional commercial arrangements for the resolution of complex support requests.

5.1.3 Privacy

You understand and agree that Regtify collects, uses, stores and otherwise processes Your personal information, utilisation data and any data created, stored or uploaded through You, and / or Your End Users using the Regtify Service and may share such data with third party service providers for the purposes of improving or providing the Regtify Service.

Processed data includes Your name, email address, postal address including this data from Your End Users. If You have provided credit card details, our PCI-DSS compliant payment processor will store and use this data for purposes of performing authorised payment transactions.

All personal data will be treated confidentially and in compliance with the EU legal framework.

You agree that Regtify may access, preserve and disclose Your personal information and / or Data created, stored or uploaded to the Regtify Service if required to do so by law or to comply with a legal process.

You further agree to inform Regtify if you are using the Regtify Service to process sensitive personally identifiable information as defined in the EU data protection framework.

5.1.4 Subcontractors

Regtify shall use domestic and international service providers to support the provision of the Regtify Service. Regtify will apply the Terms as defined in chapters 5.1.3 and 6 to the contracts with these subcontractors. A subcontractor outside of the European Economic Area will only be selected by Regtify, if an adequate level of data privacy and protection is provided.

5.2 Customer Responsibilities

5.2.1 Authorised Users

You may only permit the users and type of user accounts you have purchased within your usage tier to access the Regtify Service.

Your Users shall include all End Users You provide with access to the Regtify Service, including End Users within Your organisation and such End Users that are external to Your organisation.

5.2.2 Account Credentials

You, and / or Your End Users must keep their account credentials (login ID and password) confidential and may not disclose or share among multiple individuals. Account credentials must be sufficiently protected and only stored in sufficiently encrypted form. Passwords must be regularly changed.

5.2.3 Connectivity

You are responsible for procuring and maintaining sufficient infrastructure to access the Regtify Service. This includes, but is not limited to, (a) a high speed internet connection, (b) network connections connecting You, and / or Your End Users to the internet, (c) access to current browser software installed on devices using the Regtify Service and (d) current devices with sufficient capability to process current browser based software. Regtify will assume no responsibility for the reliability, security, availability or performance of any of these components not operated by Regtify.

5.2.4 Copyright and Content Usage

You are granted a limited term license to the Regtify Service via an internet connection to the Regtify Service for the duration of this contract.

All Regtify Software, Regtify Content and related documentation is the copyrighted work of Regtify. Unauthorised copying, distribution, modification, public display, or public performance of copyrighted works is an infringement of the copyright holder’s rights. As used herein, “Intellectual Property Rights” includes, but is not limited to, design rights, content libraries, algorithms, processes, invention rights, copyrights, trademarks, service marks, trade secret or confidentiality rights, and any other intangible property rights including applications for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.

Upon termination or suspension of this contract, all access rights covered in section 5.2.4 are terminated and You are no longer authorised to use Regtify’s Intellectual Property.

5.2.5 Misuse of the Service

You agree not to (a) modify, adapt or otherwise hack the Regtify Service apart from the intended customisation options, (b) falsely imply membership or affiliation with Regtify, (c) reverse engineer or otherwise access Regtify’s source code, (d) use the service to violate a third party’s intellectual property rights, (e) use the service in any way that disrupts performance or integrity of the service, (f) use the Regtify Service in an unlawful manner, (g) upload and use unlawful, discriminatory, racist, sexist, violent or otherwise inappropriate content with the Regtify Service, (h) use the service to introduce, run or spread malicious software including, but not limited to viruses, trojan horses or worms or (i) use the Regtify Service in violation of existing laws such as, but not limited to, unsolicited contacting of individuals or misuse for mass marketing.

5.2.6 Your Data

You shall be the sole data owner and controller and responsible for maintaining sufficient accuracy of Your data uploaded or created using the Regtify Service, including (a) personal information of You and / or Your End Users, (b) comments, (c) object descriptions, (d) file attachments, (e) images / graphics and (f) fully custom created control statements and / or risks. Before terminating this contract, You are responsible for extracting this data, if required.

You hereby grant Regtify a worldwide, limited term license to host, copy, transmit and display Your Data as necessary for us to provide the Regtify Service as defined in these Terms. You further permit Regtify to monitor limited aspects of user activity for the purpose of securing and improving the Regtify Service. Regtify acquires no right, title or interest to Your Data.

5.2.7 Informing Users

All users You provide the Regtify Service to must be aware of the Terms of this contract before using the service.

5.2.8 License to use Your Feedback and Reference

You hereby grant Regtify a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Your End Users into the Regtify Service.

You furthermore grant Regtify the worldwide, perpetual, royalty-free license to reference your organisation’s usage of the Regtify Service towards other clients, without disclosing any further detail of Your usage of the Regtify Service or any other commercial arrangements.

6. Commissioned Data Processing

For our European customers, we’ll make sure you have your requirements for Commissioned Data Processing covered. Reach out to us and we’ll provide you with an addendum to this contract to sort everything out.

6.1 Data covered by Commissioned Data Processing

If You are operating in the European Union and intending on processing personally identifiable information with the Regtify Service all relevant EU data processing and protection regulations apply to this contract.

6.2 Data Ownership

Regtify will not assume data ownership or control of Your Data as defined in 5.2.6 of this contract and will only process this data on your behalf and upon Your request.

6.3 Responsibilities for Data Processing

You will be responsible for implementing the requirements defined in the EU legislation as the data controller, while Regtify will be responsible to technical and organisational protection measures for Your Data.

6.4 Contractual Addendum

A contractual addendum meeting the legal requirements for commissioned data processing must be confirmed between You and Regtify if the requirements stated in 6.1 of these Terms are met.

Disclaimers, Liability and other Terms

If there’s a problem, just reach out to us and we’ll see if we can’t find a solution. After all, our main objective is to make you a happy customer and have you tell your friends good things about us. Also – if you’re a bad guy reading this in your evil underground lair, we legally can’t sell Regtify to you.

7.1 Liability

To the extent allowable by applicable law, Regtify and its officers, employees, partners and licensors shall not be liable to any User of the Regtify Service for any direct, indirect, incidental, punitive, consequential or exemplary damages, including, but not limited to, damages for loss of profit, revenue, goodwill, use, data, or other intangible losses (even if Regtify has been advised of the possibility of such damages), however caused, whether in contract, tort, or otherwise resulting from the inability to access the Regtify Service, advice derived from Regtify Content, Regtify Software of any kind, the cost of procuring substitute services, unauthorised modification of or access to Your Data or any matter relating to the Regtify Service.

Notwithstanding anything to the contrary herein, these limitations do not apply in the case of malicious intent or gross negligence by Regtify or negligence by Regtify resulting in personal injury.

Regtify Content is advisory in nature and do not constitute assurance or audit results. Consequently, no opinions or conclusions intended to convey assurance are expressed through the Regtify Service. Regtify cannot guarantee completeness of our content libraries or Your usage of the Regtify Service. Relying solely on the results produced through the Regtify Service does not alleviate Management’s responsibility to implement and maintain adequate controls over Your entire operation, detect and prevent fraud and other violations of regulatory or legal responsibilities.

7.2 Indemnity

You agree to indemnify Regtify, its officers, employees, partners and licensors and hold Regtify harmless from any claim or demand made by any third party alleging your usage of the Regtify Service infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret.

7.3 Warranty

To the extent allowable by law, the Regtify Service is provided “as is”, without any warranties of any kind. Regtify disclaims any and all kind of warranties, expressed or implied including, but not limited to, merchantability, fitness for a specific purpose, and non-infringement. Regtify does not warrant that the Regtify Service is uninterrupted, secure, timely, error-free or free from malicious software.

7.4 Jurisdiction

These terms shall be governed by Cyprus law excluding conditions defined by the UN convention on Contracts for the International Sale of Goods.

7.5 Severability

If any of these provisions in these Terms is held by a court of law to be unenforceable, such provisions shall be modified by the court so as to best meet the intent of the original provision to the fullest extent permitted by law. The remaining provisions of these Terms shall remain effective.

7.6 Trademark

Regtify is a registered trademark of the Regtify Ltd and You are prohibited now or in the future, to claim any rights on the trademark, degrade the distinctiveness of the trademark, or use the trademark to disparage or misrepresent Regtify, the Regtify Service or other Regtify products.

7.7 Export Controls

You agree that Your use of the Regtify Service will be in compliance with U.S. and EU export control laws and executive orders. It is Your obligation to verify and comply with all applicable laws and regulations limiting the use of “controlled” information as defined by U.S. law. The Regtify Service may not be accessed or used by any national of certain countries or groups against which the United States and / or European Union have instituted sanctions, Specially Designated Nationals, and other proscribed persons who are listed on the Denied Parties list.

7.8 Changes to the Terms of Service

Should Regtify plan any changes to these Terms, we will inform you more than thirty (30) days prior of the planned changes. Any changes or additions to these Terms must be agreed in writing.