Terms & Conditions

CSPOnline – Subscription Licence Agreement

These terms of use apply to the access to and use of the CSPOnline by Subscribers (the 'Subscriber').

This Subscription Licence Agreement ('Agreement') is between the Subscriber and ICSA Publishing Ltd registered office SAFFRON HOUSE 6-10 KIRBY STREET LONDON EC1N 8TS, Company No. 01576660 VAT number: GB 761 2079 41 ("CSPOnline")

1. Definitions

In this Agreement:

'CSPOnline Service means the business information services which may be accessed by its fee paying subscribers via the following websites:

www.icsa.org.uk/CSPOnline; or

www.companysecretarialpractice.co.uk; or

or any other CSPOnline web platform subscription service as may be offered from time to time.

'Subscription Fee' means the fees charged for use of the Service as stated in this Agreement

'Information' means any information, except Web Content, contained in the CSPOnline Service;

'Password' means an individual password provided by CSPOnline to the Subscriber pursuant to which a Subscriber is enabled to access the CSPOnline Service;

'Web Content' means publicly available content which may be accessed through the CSPOnline Service via links to third party sites on the internet, and which is identified within the CSPOnline Service as being from a web site.

2. CSPOnline Service

2.1 CSPOnline grants to the Subscriber a non-exclusive, non-transferable, non-sublicensable, non-assignable license to use the CSPOnline Service and the Information pursuant to the terms of this Agreement.

2.2 CSPOnline retains control and ownership of the form and content of the CSPOnline Service. The Subscriber shall not acquire any ownership rights in the CSPOnline Service or the Information, and the Subscriber shall not alter the form or content of the CSPOnline Service without the written permission of CSPOnline.

2.3 The Information contained within the CSPOnline Service is either licensed from third party information providers or is proprietary to CSPOnline. The Subscriber acknowledges that rights to use the Information in this Agreement are contractual and exist independently of and addition to copyright law, accordingly these rights cannot be affected by any licence from a copyright holder or a reproduction agent acting on their behalf.

3.Use of the CSPOnline Service

3.1 The Subscriber may:

(a) review and download Information for his/her own use; and

(b) include in internal reports and/or reports to customers, on an occasional and infrequent basis, data extracts from the Information, provided that such data extracts are attributed to CSPOnline as the source.

3.2 The Subscriber shall not:

(a) reproduce, distribute, display, sell, publish, broadcast or circulate the Information to any third party (other than as authorized in section 3.1(b)), nor make the Information available for any such use;

(b) remove, conceal or alter any copyright notices contained in the CSPOnline Service or the Information;

(c) create or store in electronic form any shared library or archive of Information which could be used as a research application;

(d) use the authority granted in section 3.1(b) as a substitute for other users to subscribe for the CSPOnline Service, and for the avoidance of doubt, the Subscriber may not on a regular basis, or an irregular but frequent basis, distribute more than small amounts of the Information to any individuals;

(e) share the Password with any third party;

(f) use any web crawler, data aggregator or other device to take and use any data within the CSPoline Service or CSPOnline's website.

3.3 The Subscriber shall comply with any additional restrictions notified by means of any on-screen notices contained within a data item to which the additional restriction relates.

4.Subscription Fee

4.1 The Subscriber agrees to pay the Subscription Fee to CSPOnline at ICSA within 14 days of receipt of invoice. In addition to the relevant Subscription Fee, the Subscriber shall be responsible for all applicable sales, value-added and other such taxes or duties (including withholding tax) payable in respect of this Agreement, so that after payment of any such taxes or duties the amount received by CSPOnline is not less than the aggregate of the Subscription Fee.

4.2  If the Subscriber is a business based within any member state of the European Union, then VAT will be charged unless a valid VAT number is provided to CSPOnline. If the Subscriber is based outside the European Union, then no sales or value added tax will be charged. These statements are true as at 1 January 2015, the position may change which could result in a Subscriber becoming liable to pay any such tax. If the Subscriber is a consumer from outside the UK but in the EU VAT will be charged at the consumer's EU state rate as required by legislation.

4.3 CSPOnline reserves the right to increase the Subscription Fee on each anniversary of the Commencement Date by no more than the prevailing UK RPI.

5. Term and termination

5.1 This Agreement will continue for the Initial Term and thereafter until terminated by either party giving at least 6 months written notice, such notice to expire on earlier than the end of the Initial Term and subject as provided below.

Where the Subscriber has already paid in advance no refund will be due on termination. Termination will take effect on the later of the end of the 6 months written notice or expiry of the subscription already paid for.

5.2 If the Subscriber commits a material breach of this Agreement, CSPOnline may suspend any Service without notice or penalty until such breach is remedied. CSPOnline will give the Subscriber written notice of such breach and notice to remedy it.

5.3 Notwithstanding the above CSPOnline reserves the right to terminate this Agreement immediately if payment is more than 30 days overdue and / or if a breach is not remedied.

5.4 Where the Subscribers is a consumer under the Consumer Contracts (Information, Cancellation and

Additional Charges) Regulations 2013 the consumer consents to the content supply beginning immediately, acknowledges there is no right to cancel due to the immediate start to such service. This provision does not affect any consumer statutory rights whether under the Consumer Rights Act 2015 or otherwise where the content is defective.

6. Warranty, liability, indemnity and force majeure

6.1 CSPOnline shall make reasonable efforts to ensure the accuracy and reliability of the CSPOnline Service. Except as specified in this Agreement, all other implied representations, warranties, conditions and undertakings are excluded to the fullest extent permissible by law. This Agreement does not give the Subscriber any rights against third party information providers with respect to use of Information.

6.2 Neither CSPOnline, nor any of its affiliates, will be held liable in relation to the accuracy or timeliness of the Information or for any loss or damage of any type in connection with the provision of or failure to provide CSPOnline Service, except as set out in clause 6.1 above. The total liability of CSPOnline under this Agreement whether in contract or in tort shall, to the extent permitted by law and subject to clause 6.6 below , under no circumstances exceed the Subscription Fee paid by the Subscriber in the twelve months preceding such claim.

6.3 CSPOnline shall have no liability in respect of any delay or failure to carry out any of its obligations under this Agreement caused by fire, strikes or other industrial action or dispute, acts of Government, default of suppliers or subcontractors, or any circumstances outside the reasonable control of CSPOnline.

6.4 The Web Content is not included as Information for the purposes of this Agreement and CSPOnline does not accept any liability in relation to the Web Content.

6.5 The Subscriber shall indemnify CSPOnline for any loss or damage suffered arising out of any use of the Information beyond the rights expressly granted to the Subscriber under this Agreement.

6.6 Nothing in this Agreement shall exclude CSPOnline's liability for death or personal injury caused by its negligence nor for fraud.

7. Notices

7.1 Other than as set out below, all notices shall be in writing sent by post or courier, confirmed by email to CSPOnline contact details in these terms and if to Subscriber to their details notified to CSPOnline. Notice shall be deemed received on the date actually received.

8. General

8.1 The terms and conditions set out in this Agreement represent the entire agreement between both parties relating to the CSPOnline Service and supersede all prior agreements and representations. Any changes to these standard terms will be posted on CSPOnline website and notified to existing Subscribers who if they do not accept such variation may terminate at their next renewal date. These terms apply in addition to the terms for use of CSPonilne/ICSA website(s) and the privacy policy thereon. Any liability for any prior representation or statement is hereby excluded to the fullest extent permitted by law. . No failure or delay by any party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power and/or remedy. Neither party will be liable for any loss or failure to perform an obligation due to circumstances beyond its reasonable control.

8.2 The official language of this Agreement shall be the English language and no translation into any other language may be used in its interpretation.

8.3 This Agreement shall be governed by English Law and the parties submit to the exclusive jurisdiction of the English Courts to resolve any disputes between them.

9. Who is CSPOnline?

CSPOnline is a product and trading name of ICSA Publishing Ltd whose registered office is at Address:

CSA, Saffron House
6 – 10 Kirby St,
London
EC1N 8TS

Tel: 0207 580 4741

Telephone Enquiries & Support

Sales Hotline: Kieran Lamberton 0207 612 7082

Support Hotline: Valerie Phillip 0207 612 7020