INSIDeR On-Demand - Terms of Service

1. Definitions

"INSIDeR On-Demand Service" or "Service" refers to the set of services consisting of providing access to, hosting, maintenance and support of the compliance management computer Software provided by CSA Partners OÜ (hereinafter “CSA”) and its authorized subcontractors.

"Software" means a web-based special-purpose compliance management software INSIDeR ISSUER or INSIDeR PROFESSIONAL designed to facilitate the application of internal compliance procedures and policies, including maintaining records of selective disclosure of inside information and maintenance of insider lists, as well as performing other compliance-related data-processing functions as specified in the Documentation or introduced as a new functionality with version upgrades or new versions of the Software from time to time.

"Customer" means the company that has subscribed for the use of the Service and executed the Subscription Agreement.

"Authorized User" means the employee(s) or other authorized persons appointed by the Customer to use the Service for the purposes of internal compliance functions within the Customer and, if applicable, also within the companies controlled by the Customer or affiliated to it.

"Customer" means the company that has subscribed for the use of the Company Compliance Service.

"Subscription Agreement" means the agreement between the Customer and CSA regarding the supply of the Service in accordance with the terms and conditions contained herein, including any schedule, annex or policy incorporated by reference, and conditions specified in the Subscription Agreement. In the event of conflict between these terms and conditions and the Subscription Agreement, the Subscription Agreement shall take precedence. 

"Documentation" means the user manual(s), product descriptions and other documentation relating to the Service and Software supplied or made available to the Customer in writing or downloadable via access to the Software from time to time. 

"Customer Data" means any data or information submitted, processed and stored in the course of using the Service. CSA and its authorized subcontractors do not own any data or information that the Authorized Users submit, process and store during their use of the Software. In the event the Subscription Agreement is terminated, CSA will make available to the Customer a file of the Customer Data within 14 days, provided that the Customer has settled all outstanding amounts payable to CSA. 
 
"Confidential Information" means Customer Data, Documentation, object code and machine-readable copies of the Software, source code relating to the Software, functional solutions used or embodied in or connected with the Software and any other proprietary information supplied to or by the Customer in connection with the use of the Service, which is not in the public domain.

2. Use of the Service

2.1. The Customer is granted a non-exclusive and non-transferable right for the on line use of the features and functionality of the Software subject to these terms and conditions specified in the Subscription Agreement.

2.2. Authorized Users of the Customer specified in the Subscription Agreement shall be provided with personal ID-s and passwords for accessing the Service and can generate personal ID-s and passwords to other persons appointed by the Customer as Authorized Users.

2.3. The Customer shall ensure that personal ID-s and passwords of its Authorized Users are protected against any unauthorized usage and shall be liable for any such unauthorized use.

2.4. The Customer agrees that it shall:

2.4.1. not sell, lease, rent, loan, license, sublicense, redistribute, encumber or otherwise deal with any portion of the Software or Documentation or otherwise permit anyone other than Authorized Users either directly or indirectly, for payment or otherwise, to make use of or otherwise dispose of the Software or the Documentation;

2.4.2. not decompile, disassemble, or reverse engineer the Software or otherwise attempt to derive the source code from the Software, except to the extent permitted by applicable law;

2.4.3. not create any derivative software or any other software program from the Software or based on the Confidential Information provided to the Customer in connection with the Service;

2.4.4. not use the Software to provide data-processing services to third parties, rental or sharing arrangements, or on a "service bureau" basis;

2.4.5. not provide, disclose, divulge or make available to, or permit use of the Software, the Documentation or CSA’s Confidential Information by persons other than the Authorized Users; and

2.4.6. ensure that use of the Software and the fulfillment of the Customer's other obligations are made in accordance with the terms of the Subscription Agreement.

2.5. The Customer acknowledges that any and all trademarks, copyrights and other intellectual property rights, owned by CSA or its authorized subcontractors, used or embodied in or connected with the Software, Service and Documentation shall be and remain the exclusive property of CSA.

2.6. CSA reserves the right to modify the terms of the Service, including policies and Service level standards applicable to the Service at any time, by providing to the Customer 3 (three) months prior notice in case the modification is deemed to be material. In such case the Customer shall be entitled to terminate the use of the Service by providing a written notice to CSA one (1) month prior to the date when the modification is scheduled to take effect.

3. Availability and Continuity of the Service

3.1. CSA undertakes and agrees to make the Service available on-line 24 hours per day, seven days a week, subject to the following qualifications:

3.1.1. the Customer acknowledges that the Service may be unavailable from time to time because of the nature of the Internet and electronic communications, and agrees that CSA and its authorized subcontractors are not liable for such interruptions to the availability to the extent such interruptions are outside the reasonable control of CSA and/or its authorized subcontractors.

3.1.2. CSA retains the right to perform maintenance of the hardware and other systems used to run the Software, considering however that planned maintenance works exceeding 30 minutes shall be carried out outside the normal business hours. CSA undertakes to provide reasonable advance notice about any planned unavailability if this is scheduled to occur during the normal service hours.

3.2. CSA undertakes to make a back up copy of all Customer Data at least on a daily basis.

4. Support Services

4.1. CSA or its authorized subcontractors offer support services for assisting Authorized Users with their use of the Service and operation of the Software. The operating hours, contact details and other terms of the support service are set forth in the Subscription Agreement.

4.2. The Customer undertakes:

4.2.1. to take reasonable care for making sure that support requests are submitted for genuine, reproducible errors or faults with the Software or for questions related to the use of the Software or;

4.2.2. to ensure that the Service is used in accordance with the Documentation and other written instructions supplied by CSA or its authorized subcontractors;

4.2.3. to ensure that third party software (Internet browser) and communication services (Internet connection) required for the use of the Service are properly maintained;

4.2.4. to notify the Support Desk immediately of any unauthorized use, including use of means of access (ID and password) or any other known or suspected breach of security; and

4.2.5. to otherwise co-operate with CSA to resolve any support requests or security incidents.

5. Fees and Payment Conditions

5.1. The Service fees for the Service shall be subject to the INSIDeR On-Demand Pricelist (hereinafter “Pricelist”). CSA reserves the right to increase the Service fees by providing the Customer at least three (3) months prior notice. In such case the Customer shall be entitled to terminate the use of the Service by providing a written notice to CSA one (1) month prior to the date when such increase of the fee is scheduled to take effect.

5.2. CSA reserves the right to suspend the Services without any liability to the Customer in the event that any invoice remains unpaid for more than 30 (thirty) days beyond the date of a written reminder, unless such non-payment is the result of a bona fide dispute. All overdue amounts shall bear interest at the rate of 3% per month. Interest shall accrue on a daily basis.  

5.3. Any and all payments of Service fees shall be made without any deduction and free of and without deduction for or on account of any taxes, charges, fees of whatever kind or nature (be it withholding tax, bank charges or any other deductions). If any tax or any other amounts are deducted from the payments of the Customer, the Customer shall pay such additional amounts as may be necessary to ensure that the CSA receives a net amount equal to the full amount invoiced by CSA which it would have received had payment not been made subject to tax or other deduction.

6. Representations and Warranties

6.1. CSA represents and warrants that it will provide the Service in a manner consistent with industry standards and standards applicable to the provision of Services thereof and that the Service and Software will perform substantially in accordance with the Documentation supplied to the Customer.

6.2. If the Customer discovers an error which adversely affects the use of the Software and notifies CSA as soon as reasonably possible after noticing such error, CSA shall use its best efforts to correct the error. If the error cannot be fixed to the satisfaction of the Customer within thirty (30) days from the date when the Customer informed CSA of such error, Customer has the right to terminate the Subscription Agreement with immediate effect. The warranty provided in this clause is conditioned upon the following:

6.2.1. use of the Software being conducted in accordance with the Documentation and other written instructions of CSA; and

6.2.2. third party software and communication services required to access the Software have been properly maintained and delivered.

6.3. CSA AND ITS AUTHORIZED SUBCONTRACTORS WARRANT TO HAVE TAKEN ALL REASONABLE EFFORTS TO ENSURE THAT THE SERVICE COMBINED WITH LAW-ABIDING ADHERENCE TO THE REQUIREMENTS OF THE APPLICABLE LAW AND REGULATIONS WILL PROVIDE MATERIAL CONTRIBUTION IN MEETING THE BEST PRACTICES AND STANDARDS IN THE COMPLIANCE AREAS COVERED BY THE SERVICE. HOWEVER, EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND SUBSCRIPTION AGREEMENT, THE SOFTWARE IS PROVIDED TO THE CUSTOMER ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, CSA SHALL SOLELY AT ITS EXPENSE DEFEND, INDEMNIFY AND HOLD CUSTOMER HARMLESS FROM AND AGAINST ALL CLAIMS, LIABILITY, DAMAGES, LOSS, COSTS AND EXPENSES (INCLUDING LEGAL EXPENSES) CLAIMED FROM, INCURRED OR PAID BY OR MADE, BROUGHT OR AWARDED AGAINST CUSTOMER AS A RESULT OF OR IN CONNECTION WITH INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. THIS INDEMNITY SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THE SUBSCRIPTION AGREEMENT.

6.4. CSA and its authorized subcontractors do not represent or warrant that the use of the Service will be fully uninterrupted or error-free or operate in combination with any software.

7. Limitation of Liability

7.1. Because the potential losses which the Customer might suffer as a result of breach of CSA's obligations could be disproportionate to the sums paid by the Customer, the Parties agree that the liability of CSA shall be limited in accordance with the following provisions:

7.1.1. CSA accepts full liability for the cost of restoring the Customer’s Data from a back-up copy where such data is lost or destroyed due to a defect in the Software or interruption to the Service causing the same.

7.1.2. Without prejudice to the foregoing, the aggregate liability of CSA in respect of any and all breaches or otherwise arising from the Service or advice supplied in connection with the supply of the Service in respect of any one or more occurrences shall not in any event exceed the amount of ten (10) month’s Service fees.

7.2. Neither Party shall be in breach of its obligations due to failure of performance that arises out of causes beyond its reasonable control (i.e. Force Majeure).

7.3. The Customer shall have the sole responsibility for the accuracy, quality, integrity, legality and reliability of the Customer Data entered to the Software by its Authorized Users.

7.4. CSA shall not be liable for any incidental, special, indirect or consequential damages of any kind or nature whatsoever, arising out of or in any way related to the functioning of the Software, including, without limitation, lost profits, or otherwise, even if advised of the possibility of such damage, excluding however any damage resulting from breach of confidentiality obligations.
 
7.5. In all cases, any claim against CSA must be brought within 3 (three) months after the occurrence of the alleged breach by CSA giving rise to damages. 

7.6. The Customer shall be liable to CSA for any direct damage resulting from the breach of its obligations as licensee under the Subscription Agreement. 

8. Confidentiality

8.1. The Customer Data entered into the Software by the Authorized Users shall be considered and treated as strictly confidential information by CSA and its authorized subcontractors. CSA and its authorized subcontractors shall apply security measures consistent with the highest industry standards to protect Customer Data against any leakage to any unauthorized third parties. Such measures include:

8.1.1. Encryption of all data communication to and from the Authorized User’s computer in the course of using the Software by means of 128-bit SSL encryption technology;

8.1.2. User ID and password protected access – a valid user ID and password is required to access any of the Customer Data or functionality of the Software;

8.1.3. Application of automatic logout and sessions destruction feature in case the Authorized Users’ session has been inactive for certain period of time;

8.1.4. User-roles based restrictions to limit and control the access to Customer Data;

8.1.5. ISO 9001:2000 certification (Bureau Veritas Quality) based hosting arrangement, whereby equipment used to run the Software is subject to 24-hour supervision, strict access control and security measures as well as climate, fire protection and secondary power supply systems.

8.2. The Customer acknowledges that all Confidential Information supplied or made available by CSA in connection with the Service is trade secret of CSA or its authorized subcontractors and agrees to treat all such information as strictly confidential.

8.3. The Customer shall not use Confidential Information for any commercial or other purpose except for its own internal compliance operations and CSA agrees that it shall not use Customer’s Confidential Information for any other purpose than for carrying out the Service.

8.4. Subject to Customer’s prior written approval, CSA and/or its authorized subcontractors, when marketing the Service, can make public the fact that the Customer is a user of the Service.

9. Term and Termination

9.1. The Customer shall be entitled to terminate the use of the Service and the Subscription Agreement at any time by providing to CSA at least 3 (three) months advance written notice.

9.2. CSA may terminate Customer's use of the Service and the Subscription Agreement if the Customer breaches or otherwise fails to comply with its material obligations under the Subscription Agreement and such breach is not cured within 30 days of notice of such breach.

9.3. Confidentiality obligations and the Customer's obligation to render payment of any outstanding, unpaid fees shall survive termination of the Subscription Agreement.

10. Governing Law, Dispute Resolution and Venue

10.1. These terms and the Subscription Agreement shall be governed by and construed in accordance with the laws of Estonia, except where the Subscription Agreement provides otherwise.

10.2. If any disputes arising out of or in connection with the use of the Service or Subscription Agreement cannot be resolved by negotiation, such controversy or claim arising out of or in relation to the Service or Subscription Agreement, or the breach, termination or invalidity thereof shall be finally settled by the Arbitration Court of the Estonian Chamber of Commerce and Industry (hereinafter: the Arbitration Court) in accordance with the Rules of the Arbitration Court. The place of arbitration shall be Tallinn, Estonia. The language of the proceedings shall be English.

11. Subcontracting

11.1. CSA is entitled to subcontract its duties under the Subscription Agreement to a subcontractor. CSA shall however remain liable for the services and activities of the subcontractor as if said services and activities were performed directly by CSA.

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