Terms of Use Agreement for RegTechPRO

1. Definitions and Interpretation

1.1 Definitions

  • Platform: Global Change Initiatives (UK) Limited offers the RegTechPRO compliance workflow platform, designed to help FCA-regulated firms meet their compliance obligations.

  • Client: FCA-regulated firms or individuals subscribing to RegTechPRO services.

  • Authorised Users: Individuals the Client authorises to access and use the Platform.

  • Agreement: These Terms of Use are updated periodically by RegTechPRO.

  • Data Protection Laws: The UK GDPR, the Data Protection Act 2018, the California Consumer Privacy Act (CCPA), and other applicable data privacy laws.

  • Fees: The monthly subscription charges payable by the Client for using the Platform.

  • Confidential Information: Proprietary, non-public, or sensitive information shared between the parties under this Agreement.

  • Payment Method: The payment method used by the Client during registration to pay monthly subscription Fees.

2. Licence to Access and Use the Platform

2.1 Grant of Licence

Subject to compliance with this Agreement and the payment of Fees, RegTechPRO grants the Client and its Authorised Users a non-exclusive, non-transferable, revocable licence to use the Platform for internal business purposes related to regulatory compliance.

2.2 Account Creation and Accuracy

To access the Platform, the Client must create an account. The information provided during registration must be accurate, and the Client is responsible for keeping this information up to date.

2.3 Confidentiality of Credentials

The Client is responsible for maintaining the confidentiality of its user IDs, passwords, and access credentials. These credentials may not be shared with anyone other than Authorised Users. In case of a breach, such as unauthorised access, the Client must immediately disable the compromised credentials and notify RegTechPRO. Failure to do so may result in suspension or termination of access for the affected account.

2.4 Access Monitoring and Security

RegTechPRO reserves the right to monitor the use of the Platform to ensure compliance with this Agreement. If unauthorised access or usage is detected, RegTechPRO may suspend the Client’s access to the Platform and require corrective action before reinstating access.

3. Fees, Payments, and Billing

3.1 Subscription Fees

The Client agrees to pay the monthly subscription Fees to access the Platform. The available subscription packages are:

  • Starter Package: £200 per month for up to 10 users.

  • Professional Package: £300 per month for up to 20 users.

  • 360 Package: £350 monthly for unlimited users and premium support, including a dedicated Account Manager.

3.2 Payment Method and Billing Cycle

Subscription payments are automatically deducted from the payment method provided by the Client at registration. They are taken monthly and will continue until the subscription is terminated in accordance with the terms of this Agreement. No invoices will be issued for subscription payments.

3.3 Failed Payments

If a payment is declined or cannot be processed, RegTechPRO will notify the Client, who must provide an alternative payment method within seven days. Failure to provide a valid payment method may result in suspension of the Client’s access to the Platform.

3.4 Late Payment and Suspension
If payment is not received within seven days of the due date, RegTechPRO reserves the right to suspend access to the Platform until full payment is received. Any Fees that remain unpaid for more than 30 days may be referred for debt recovery, and the Client may incur additional charges.

3.5 Fee Adjustments

RegTechPRO may adjust subscription Fees with 30 days written notice to the Client. Any adjustments will take effect at the start of the next billing cycle. Continued use of the Platform after the fee adjustment date constitutes acceptance of the new Fees.

3.6 Cancellation and Refunds

The Client must initiate subscription cancellations in writing to admin@regtechpro.co.uk. Cancellation requests must be made at least three business days before the next billing cycle to avoid being charged for an additional month at the end of the three months notice period. RegTechPRO does not offer refunds for partial months of service.

4. Use of the Platform and Client Obligations

4.1 Permitted Use

Client and Authorised Users may use the Platform solely for internal processes, but use of the Platform for commercial resale is strictly prohibited.

4.2 Prohibited Use

The Client agrees not to:

  • Use the Platform to engage in any illegal or fraudulent activity.

  • Attempt to reverse engineer, modify, or tamper with any part of the Platform.

  • Access the Platform for competitive analysis, including creating or offering a competing service.

  • Allow any unauthorised third parties to use the Platform or access its contents without the express consent of RegTechPRO.

4.3 Client’s Responsibility for Authorised Users

The Client is solely responsible for ensuring that Authorised Users comply with this Agreement. Any breach by an Authorised User will be treated as a breach by the Client. The Client must notify RegTechPRO immediately if an Authorised User leaves the organisation or should no longer have access.

4.4 Data Backup

While RegTechPRO ensures high data security standards, the Client is responsible for regularly backing up any data stored on the Platform. RegTechPRO shall not be liable for any data loss resulting from the Client’s failure to back up data.

4.5 Compliance with Applicable Laws

The Client is responsible for ensuring that its use of the Platform complies with all applicable laws and regulations, including FCA rules, anti-money laundering (AML) requirements, and relevant Data Protection Laws. RegTechPRO disclaims liability for any failure by the Client to comply with legal requirements. The platform is intended to aid firms in meeting jurisdictional compliance obligations. However, the onus remains to ensure that the client’s firm follows applicable laws and regulations.  

5. Platform Availability and Support Services

5.1 Service Levels

RegTechPRO aims to provide uninterrupted access to the Platform 24/7, except for planned maintenance, system updates, or unforeseen technical issues. Where possible, RegTechPRO will notify Clients of planned maintenance at least 24 hours in advance.

5.2 Technical Support
Support services are available during business hours (Monday to Friday, 9:00 a.m. to 5:00 p.m. GMT) via email at admin@regtechpro.co.uk. Technical issues will generally be addressed within two business days. However, RegTechPRO does not guarantee specific response times.

5.3 Emergency Support

RegTechPRO may offer emergency support outside of standard business hours at its discretion in cases of emergency, such as unexpected downtime or critical security breaches. Emergency support may be subject to additional fees.

5.4 Third-Party Providers

RegTechPRO is not liable for service disruptions caused by third-party service providers, including network or cloud service providers. If such disruptions occur, RegTechPRO will work with the provider to resolve the issue as quickly as possible.

6. Data Security and Privacy

6.1 Data Protection Compliance

RegTechPRO complies with all applicable data protection laws, including GDPR, HIPAA and CCPA. The Platform uses bank-grade encryption to protect data in transit and at rest. RegTechPRO ensures that personal data is handled in accordance with data protection principles, including data minimisation, accuracy, and retention.

6.2 Client Data Ownership

The Client retains ownership of all data uploaded to the Platform. RegTechPRO will process Client data solely to provide the services outlined in this Agreement. RegTechPRO will not disclose Client data to third parties except as required by law or as necessary to provide the services.

6.3 HIPAA Compliance

Upon request, RegTechPRO can implement additional security measures to comply with HIPAA requirements. If the Client requires HIPAA compliance, they must notify RegTechPRO in advance, and additional terms may apply.

6.4 Data Breaches

If a data breach affects the Client’s data, RegTechPRO will notify the Client immediately and take appropriate measures to mitigate the impact. The Client is responsible for informing any affected parties if required by law.

7. Intellectual Property Rights

7.1 Ownership of Platform

All intellectual property rights related to the Platform, including but not limited to software, designs, and documentation, are the exclusive property of Global Change Initiatives (UK) Limited. The Client and its Authorised Users are granted no ownership rights in the Platform.

7.2 Prohibited Acts

The Client agrees not to:

  • Copy, modify, distribute, or create derivative works based on the Platform.

  • Reverse engineer, disassemble or attempt to extract the source code of the Platform.

  • Use any automated systems, such as robots or scrapers, to access the Platform.

7.3 Feedback and Improvements

RegTechPRO welcomes feedback and suggestions for improving the Platform. By submitting feedback, the Client agrees that RegTechPRO may use, modify, and incorporate such feedback without any obligation or compensation to the Client. RegTechPRO shall have the unrestricted right to use any ideas, concepts, know-how, or techniques in the feedback, including developing new features or services.

8. Limitation of Liability

8.1 No Warranty

The Platform is provided on an “as is” and “as available” basis without warranties of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. RegTechPRO does not guarantee that the Platform will always be error-free.

8.2 Limitation of Liability

To the maximum extent permitted by law, RegTechPRO’s total aggregate liability for any claims arising out of or relating to this Agreement shall be limited to the total Fees paid by the Client in the 12 months preceding the claim. RegTechPRO will not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, loss of data, business interruption, or damage to systems, regardless of the cause of action.

8.3 Exclusion of Liability for Third-Party Services

RegTechPRO is not liable for any damages or issues arising from third-party services or integrations. The Client is responsible for reviewing and agreeing to any applicable third-party service terms before using those services.

8.4 Client’s Liability

The Client agrees to indemnify, defend, and hold harmless RegTechPRO, its officers, directors, employees, and agents from and against all claims, losses, damages, liabilities, costs, and expenses (including legal fees) arising from the Client’s use of the Platform, violation of this Agreement, or infringement of any third-party rights.

9. Termination and Suspension of Service

9.1 Termination by Client

The Client may terminate this Agreement by providing three months’ written notice to info@regtechpro.co.uk. Subscription payments will continue to be processed until the final month of service. The Client is responsible for downloading all relevant information and data before the termination date, as access to the Platform will be disabled after termination.

9.2 Termination by RegTechPRO

RegTechPRO reserves the right to terminate this Agreement or suspend access to the Platform immediately if the Client:

  • Breaches any material term of this Agreement and fails to remedy the breach within 30 days of receiving notice.

  • Engages in fraudulent or illegal activity.

  • Fails to pay Fees due within 30 days of the payment due date.

If RegTechPRO terminates, the Client is still responsible for unpaid Fees up to the termination date.

9.3 Suspension of Access

RegTechPRO reserves the right to suspend access to the Platform without notice if it suspects any unauthorised access or misuse or if required to do so by law. RegTechPRO will notify the Client as soon as possible in such circumstances, and access will be restored once the issue has been resolved.

9.4 Effect of Termination

Upon termination of this Agreement, the Client’s rights to use the Platform will cease immediately. RegTechPRO will delete the Client’s data from its systems within a reasonable time, except where retention is required by law. The Client is responsible for downloading all necessary data before the termination date.

10. Amendments and Modifications

10.1 Changes to the Agreement

RegTechPRO reserves the right to amend these Terms of Use at any time. The Client will be notified of any significant written changes via email or the Platform. Continued use of the Platform after receiving notice of the amendments will constitute the Client’s acceptance of the revised terms.

10.2 Notification of Changes

Where possible, RegTechPRO will notify the Client of changes to the terms at least 30 days before the effective date of the change. If the Client does not agree to the amended terms, they must notify RegTechPRO in writing and terminate their use of the Platform before the changes come into effect.

11. Confidentiality

11.1 Confidential Information

Both parties agree to maintain the confidentiality of all proprietary or sensitive information disclosed in connection with the Platform, including but not limited to business plans, financial information, technical data, and customer information (“Confidential Information”). Neither party will disclose Confidential Information to any third party without the prior written consent of the other party, except as required by law.

11.2 Use of Confidential Information

Confidential Information disclosed by either party may only be used to fulfil the obligations under this Agreement. Both parties agree to take reasonable precautions to protect the confidential information and prevent unauthorised use or disclosure.

11.3 Exceptions

Confidential Information does not include information that:

  • It is or becomes publicly available at no fault of the receiving party.

  • The receiving party independently develops it without using the disclosing party’s Confidential Information.

  • It is disclosed with the prior written consent of the disclosing party.

  • Is disclosed pursuant to legal, regulatory, or judicial requirements, provided that the receiving party gives notice to the disclosing party before making such disclosure.

12. Governing Law and Dispute Resolution

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles.

12.2 Jurisdiction

Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

12.3 Dispute Resolution

In the event of a dispute arising between the parties, both parties agree to first attempt to resolve the matter through good-faith negotiations. If the dispute cannot be resolved through negotiations within 30 days, either party may initiate legal proceedings in accordance with the terms outlined above.

13. Miscellaneous

13.1 Entire Agreement

This Agreement constitutes the entire agreement between the Client and RegTechPRO concerning the use of the Platform. It supersedes all prior agreements, representations, and written or oral understandings relating to the Platform.

13.2 Severability

If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.3 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that provision or any other provision.

13.4 Assignment

The Client may not assign or transfer any of its rights or obligations under this Agreement without RegTechPRO's prior written consent, which RegTechPRO may exercise at its discretion.

13.5 Force Majeure

RegTechPRO shall not be liable for any failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, strikes, or other labour disputes, government actions, or interruptions in power or telecommunications services.