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COMPLIANCE SOLUTIONS TERMS AND CONDITIONS

Please read these terms and conditions carefully before you make any purchases from our shop. You will be asked to accept these terms and conditions when you check out from the shop.

Our terms

1.     These terms

1.1       What these terms cover. These are the terms and conditions on which we supply products purchased in our online              shop to you.

1.2       Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell                you who we are, how we will provide products to you, how you and we may change or end the contract, what to do              if there is a problem and other important information. If you think that there is a mistake in these terms please                      contact us to discuss.

1.3       This is our entire agreement with you. These terms constitute the entire agreement between us in relation to your                purchase of digital content products. You acknowledge that you have not relied on any statement, promise,                           representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and               that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any                 statement in this agreement.

2.     Information about us and how to contact us

2.1       Who we are. We are Leaman Crellin Limited, a company registered in England and Wales. Our company                               registration number is 11719050 and our registered office is at 17 West Grove, Hersham, Surrey KT12 5PF. Our                   registered VAT number is 312 0743 50.

2.2       How to contact us. You can contact us by telephoning our office on 07908 953601 or by writing to us at                                  office@leamancrellin.co.uk.

2.3       How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email                     address or postal address you provided to us in your order.

2.4       "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.

3.     Our contract with you

3.1       How we will accept your order. Our acceptance of your order will take place when we email you to accept it, at                      which point a contract will come into existence between you and us.

3.2       If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge                you for the product. This might be because of unexpected limits on our resources which we could not reasonably                  plan for, because we have identified an error in the price or description of the product. Note clause 3.3.

3.3       We only sell to regulated firms. Our products are created, designed, and developed for use by, and within, firms                    regulated by, or in the process of being authorised, national competent authorities. Our products are strictly not for                use by other third parties. Use by any other third-party may result in infringement of our copyright and intellectual                  property rights for which we reserve the right to not accept your order and to seek compensation from you.

4.     Your rights to make changes

4.1       Please contact us if you wish to make a change to the product you have ordered. We are willing to tailor products                to your business as part of our regulatory consultancy services. We will let you know if the change is possible. If it                is possible we will let you know about any changes to the price of the product, the timing of supply, or anything else              which would be necessary as a result of your requested change and ask you to confirm whether you wish to go                    ahead with the change.

5.     Our rights to make changes

5.1       Updates to digital content. We make every effort to ensure our products are up to date and produced with due skill,              care and diligence so you can have confidence when making a purchase online that the product you are buying is                up to date. However, we reserve the right to amend the product if necessary, to comply with any applicable law or                regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services. Leaman                Crellin Limited shall notify you in any such event.

6.     Providing the products

6.1       When we will provide the products. We will make the product available for download by you as soon as we accept                your order.

6.2       We are not responsible for delays outside our control. If our supply of the product is delayed by an event outside                  our control, such as the failure of communication systems, then we will contact you as soon as possible to let you                know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays                caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a              refund for any products you have paid for but not downloaded.

6.3       What will happen if you do not give required information to us. We need certain information from you so that we                    can supply the products to you, for example your company name which will have been requested in the online shop              account creation form on our website. If you have not given required information to us, we will contact you to ask for              this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us                  incomplete or incorrect information, we may either end the contract (and clause 8.2 will apply) or make an                            additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not              be responsible for supplying the product(s) late or not supplying any part of them if this is caused by you not giving              us the information, we need within a reasonable time of us asking for it.

6.4       Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:

            (a) deal with technical problems or make minor technical changes;

            (b) update the product to reflect changes in relevant laws and regulatory requirements;

            (c) make changes to the product as requested by you or notified by us to you (see Section 5, Our rights to make                       changes).

6.5       We may suspend supply of future products if you do not pay. If you do not pay us for the products when you are                    supposed to (see clause 10.4) and you still do not make payment within 5 days of us reminding you that payment is              due, we may suspend supply of the products until you have paid us the outstanding amounts. We will contact you                to tell you we are suspending supply of the products. We will not suspend the products where you dispute the                      unpaid invoice (see clause 10.7). We will not charge you for the products during the period for which they are                        suspended. As well as suspending the products we can also charge you interest on your overdue payments (see                  clause 10.6). 

7.     Your rights to end the contract

7.1       You can always end your contract with us.  Your rights when you end the contract will depend on what you have                    bought, whether there is anything wrong with it, how we are performing and, when you decide to end the contract:

            (a) If you want to end the contract because of something we have done or have told you we are going to do, see                       clause 7.2;

            (b) In all other cases if we are not at fault, see clause 7.3.

7.2       Ending the contract because of something we have done or are going to do. If you are ending a contract for a                      reason set out at (a) to (d) below, the contract will end immediately and we will refund you in full for any products                  which have not been provided and you may also be entitled to compensation. The reasons are:

            (a) we have told you about an error in the price or description of the product you have ordered, and you do not wish                    to proceed;

            (b) there is a risk that downloading of the product may be significantly delayed because of events outside our                              control;

            (c) we have suspended downloading of the products for technical reasons, or notify you we are going to suspend                       them for technical reasons, in each case for a period of more than 20 business days; or

            (d) you have a legal right to end the contract because of something we have done wrong.

7.3       Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault,                you can still end the contract before it is completed, but you may have to pay us compensation. A contract for                        digital content is completed when the product is downloaded and paid for. If you want to end a contract before it is                completed where we are not at fault just contact us to let us know. The contract will end immediately and we will                  refund any sums paid by you for products not provided but we may deduct from that refund reasonable                                  compensation for the net costs we will incur as a result of your ending the contract.

8.     Our rights to end the contract

8.1       We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:

            (a) you do not make any payment to us when it is due and you still do not make payment within 5 days of us                              reminding you that payment is due;

            (b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to                       provide the products, for example your Firm Reference Number (FRN). See clause 6.3.;

            (c) you are not a FCA or PRA regulated firm. See clause 3.3.

8.2       You must compensate us if you break the contract. If we end the contract in the situations set out in clause 8.1 we                will refund any money you have paid in advance for products we have not provided but we may deduct or charge                  you reasonable compensation for the net costs we will incur as a result of your breaking the contract.

9.     If there is a problem with the product

9.1       How to tell us about problems. If you have any questions or complaints about the product, please contact us. You                  can telephone us on 07908 953601 or write to us at office@leamancrellin.co.uk.

10.   Price and payment

10.1     Where to find the price for the product. The price of the product (which includes VAT) will be the price indicated on                the order pages when you placed your order. We take all reasonable care to ensure that the price of the product                  advised to you is correct. However please see clause 10.3 for what happens if we discover an error in the price of                the product you order.

10.2     We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we                    supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full                  before the change in the rate of VAT takes effect.

10.3     What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products                  we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the                    product's correct price at your order date is less than our stated price at your order date, we will charge the lower                  amount. If the product's correct price at your order date is higher than the price stated to you, we will contact you                  for your instructions before we accept your order. If we accept and process your order where a pricing error is                      obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the                  contract, refund you any sums you have paid and require the return of any goods provided to you.

10.4     When you must pay and how you must pay. We accept payment with credit and debit cards. As you are purchasing              digital content you must pay for the products before you download them.

10.5     Our right of set-off. You must pay all amounts due to us under these terms in full without any set-off, counterclaim,                deduction or withholding (other than any deduction or withholding of tax as required by law).

10.6     We can charge interest if you pay late. If you do not make any payment to us by the due date, which is the date                    that you download the product, we may charge interest to you on the overdue amount at the rate of 3% a year                      above the base lending rate of HSBC Bank from time to time. This interest shall accrue on a daily basis from the                  due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay                  us interest together with any overdue amount. This situation may arise even though we require payment prior to                    download, where a payment is subsequently returned to us unpaid.

10.7     What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us                    know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge              you interest on correctly invoiced sums from the original due date.

11.   Our responsibility for loss or damage suffered by you if you are a business

11.1     The materials provided in our shop are intended solely to provide general guidance on matters of interest for your                firm’s use only and you accept full responsibility for how you use the materials in your firm. Whilst Leaman Crellin                  Limited has made every attempt to ensure that the information contained in these materials are based on reliable                sources, Leaman Crellin Limited is not responsible for any errors or omissions, or for the results obtained from the                use of information provided within materials purchased from us.

11.2     Materials purchased are provided as seen. Leaman Crellin Limited provides no guarantee of completeness,                          accuracy, timeliness or of the results obtained from the use of these materials, and without warranty of any kind,                  express or implied, including, but not limited to warranties of performance, merchantability and fitness for a                          particular purpose. Nothing contained in our materials shall to any extent substitute for the independent                                investigations and the sound judgement of the regulated firm.

11.3     In no event will Leaman Crellin Limited, or its employees or agents, be liable to you or anyone else for any decision              made or action taken in reliance on the information in our materials or for any consequential, special or similar                      damages, even if advised of the possibility of such damages.

11.4     Some materials contain links that take you to other websites which are maintained by third parties over whom                      Leaman Crellin Limited has no control. Leaman Crellin Limited makes no representations as to the accuracy or any              other aspect of information contained in other websites.

11.5     Nothing in these terms shall limit or exclude our liability for:

            (a) death or personal injury caused by our negligence, or the negligence of our employees, agents or                                         subcontractors (as applicable);

            (b) fraud or fraudulent misrepresentation; or

            (c) any matter in respect of which it would be unlawful for us to exclude or restrict liability.

11.6     All terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods                  and Services Act 1982 are excluded.

11.7     Subject to clause 11.1:

            (a) we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or                                otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any                          contract between us; and

            (b) our total liability to you for all other losses arising under or in connection with any contract between us, whether                    in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to one hundred                        per cent (100%) of the total sum paid by you (excluding VAT) for products under such contract.

12.   How we may use your personal information

12.1     How we will use your personal information. We will only use your personal information as set out in our Privacy                    Policy www.leamancrellin.co.uk/privacy.

13.   Other important terms

13.1     We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to              another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer                you may contact us to end the contract within 10 days of us telling you about it and we will refund you any                            payments you have made in advance for products not provided.

13.2     You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations                under these terms to another person, employer or company if we agree to this in writing. We may not agree if the                  other person is not a regulated firm.

13.3     Nobody else has any rights under this contract. This contract is between you and us. No other person shall have                  any rights to enforce any of its terms.

13.4     If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms                    operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining                            paragraphs will remain in full force and effect.

13.5     Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do                  anything you are required to do under these terms, or if we delay in taking steps against you in respect of your                      breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking                  steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to                provide the products, we can still require you to make the payment at a later date.

13.6     Which laws apply to this contract and where you may bring legal proceedings. Any dispute or claim arising out of or              in connection with a contract between us or its subject matter or formation (including non-contractual disputes or                  claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of                    England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

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