CMS Terms & Conditions (UK Only).
Effective September 2020
1.1. These Terms and Conditions (the “Terms”) govern the supply of compliance and due diligence Software and Services from CDD Management Services Ltd (hereafter CMS and/or “we/us/our”) to you, our Client. To be a Client of CMS you need to be a legal entity within the UK.
1.2. If you have separate Master Services Agreement (MSA) with CMS, these Terms and Conditions should be read alongside your MSA. In the event of any contradiction between these Terms and your MSA, the Terms of your MSA will apply.
2.1. “Agent” is a Spotlite user who is acting on your behalf – the Client. Agents have access to both the Spotlite apps and the Client Portal according to your Annual Subscriptions.
2.2. “Applicant” is a Spotlite user who is the subject of our Service. Applicants have access to both the Spotlite apps and the Applicant Portal according to the Services included in the Service Packs purchased by you.
2.3. “Annual Subscription” is the business model we use for you to buy access to our Software and Services. The Annual Subscription is user based and defines the scope and purpose of the subscription. You can have more than one subscription running concurrently for different Service Packs. You can also have different Subscriptions to control Agent access to different levels of functionality within the same Service Pack.
2.4. “Annual Software Licence” is the aggregation of your various Annual Subscriptions into a single permit to use our Software and Services. The Annual Software Licence Period starts when payment is received for your first Annual Subscription and is renewed automatically every 12 months. The minimum period for the Annual Software Licence is 12 months.
2.5. “Certificate” is documentary evidence available to you and the Applicant once our compliance and due diligence Service has completed for that Applicant.
2.6. “Charges” are the fees you incur for the use of our Services. These Charges are paid for through the expenditure of Credits.
2.7. “Client” is you, the legal entity contracting via the Annual Subscription to purchase an Annual Software Licence and open a CMS Business Account for the purposes of buying Credits for our Services.
2.8. “CMS Business Account” the ledger of Annual Subscriptions, Credits and Charges paid by you for the use of our Services.
2.9. “Credits” are how you pay the Charges for our Services. Credits are a commitment by you to buy a volume of our Services within the Annual Software Licence period. Buying Credits in volume allows us to offer discounts based on the number of Credits purchased.
2.10. “Intellectual property rights” means patents, inventions (whether patentable or not), trademarks, copyrights, service marks, logos, trade names, domain names, database rights, design rights, rights in know-how, confidential information, trade secrets, moral rights and any other intellectual property or proprietary rights (including rights in computer software), in each case whether registered or unregistered.
2.11. “Jurisdiction of Operation” defines the Services available and the Control Standards applied.
2.12. “Service” means the activities we perform and/or sub-contract to meet the compliance and due diligence Control Standards associated with a Service. You can view the Control Standards which support each Service within the Spotlite App Settings Menu.
2.13. “Service Pack” is a collection of Services within Spotlite that are available across different Jurisdictions of Operation and Lines of Business.
2.14. “Spotlite” is the name of the propriety Software developed by CDD Services Ltd and licenced to CMS to support our management services.
2.15. “Software” means Spotlite and all other software programs distributed, published or otherwise made available by CMS and its affiliates, including any updates or upgrades.
3. CMS Business Accounts, Annual Subscriptions and Credits
3.1. When you register with CMS you will be asked to pay an Annual Subscription to purchase an Annual Software Licence and open a CMS Business Account. You will also have the option to purchase additional Credits and any ‘add-ons’ as may be made available from time to time.
3.2. Before paying for your Annual Subscription, you will be asked to agree these Terms and Conditions. Once your Annual Subscription payment has been received, you will have entered into a contractual relationship with CMS and you will be able to operate the Spotlite app immediately (subject to clause 3.3 below). The term of the contract will finish when your CMS Business Account is closed. You may close your CMS Business Account at any time after the first 12 months of operation.
3.3. Before your account is fully activated, we will verify your registration with the Information Commissioners Office. If we can’t verify your registration with the ICO within 30 days of your Registration, then we reserve the right to close you CMS Business Account and refund your unused subscription and credits.
3.4. Once your CMS Business Account is open, you will be able to purchase additional Service Packs and Credits. Discounts are applied depending on the amount of Credits you purchase. Unused Credits rollover from one Annual Software Licence period to another, however when the Annual Software Licence expires, any unused Credits will expire as well.
3.5. Your Annual Software Licence will automatically renew upon the anniversary of your first Annual Subscription and you will be charged for the annual renewal of the associated Annual Subscriptions accordingly. To avoid being charged, you must provide notice of termination 30 days prior to your Annual Software Licence renewal date.
3.6. If at any time it is found that you have breached any of these Terms or we suspect you or your Agents are abusing our services for criminal intent, any wrongdoing or any other conduct we deem inappropriate, we may terminate your CMS Business Account. In the event of termination under these circumstances you may be prevented from using the Spotlite Software and our Services immediately.
3.7. In the event of termination for whatever reason, the Annual Subscription is not refundable. Similarly, any unspent Credits at the time of termination are not refundable.
Managing Your Agents
3.8. You are the administrator of your CMS Business Account. You may create, amend or remove your Agent’s user accounts according to the commercial terms of your Annual Subscription.
3.10. You are solely accountable for the activities of all Agents registered within your CMS Business Account.
4. Services and Charges
4.1. Services are made available to your Agents via Service Packs. Services and Service Packs maybe pre-configured by us or customised by you depending on the terms of your Annual Subscription.
4.2. Charges are applied to your CMS Business Account when one of your Agents initiates a Service. If the Agent cancels the Service part way through the process, you will only be charged for the Control Standards applied up to the point of cancellation. SMS Text messages related to a cancelled Service are charged at .2 of a credit. A summary of purchases and charges incurred is available from Your Account tab in your Client Portal.
4.3. Where we conduct Due Diligence checks on an Applicant, we only store the Applicant’s Certificate for 30 days after the completion of Service. You must download the Applicant’s Certificate to your own systems within this time unless you have purchased additional storage as part of your Subscription. Once the Certificate has been removed from our systems, we only retain Third Party references as an audit trail for both you and the third parties concerned. You can access copies of the Certificates while they are available via Your Tasks in the Client Portal.
4.4. We reserve the right to revise our Service Packs, Subscriptions and Charges from time to time. We will notify you of any revision of our charges one calendar month before they are set to be implemented.
5. Data Protection
5.1. In order to accept these Terms, you must agree to our Privacy Policies for your Agents and your Applicants. As part of these policies, you agree that you, the Client, are the Data Controller and we, CMS, are the Data Processor.
5.2. As Data Controller,
5.2.1. You agree that your usage of the Software and Services will not contravene the privacy and data protection law and regulations within the Jurisdiction of Operation and will register the Client’s details and Data Controller information with the local Data Protection Authority in the relevant EU Member State(s) or similar authorities in other Jurisdictions of Operation.
5.2.2. You must only use the Software and Services to process personal data from an Applicant where there is a valid legal basis to do so and in accordance with these Terms.
5.2.4. In the event of the Applicant refusing consent, you must provide alternative means of processing. You are responsible for creating and maintaining the alternative means and audit trail for each individual data subject who has refused consent.
5.2.5. You must implement appropriate technical and organisational measures to ensure an adequate level of security in accordance with the relevant Data Protection Regulation for the Jurisdiction of Operation.
5.2.6. You are solely liable for any data breaches of your security system.
5.2.7. You must inform the Applicant about how long you will store their personal data on our systems if this exceeds 30 days after the completion of our Services.
5.4. The Certificate will contain the results of the Control Standards applied to the Service. The Certificate will also contain the contact details of the relevant Third Parties who acted as Data or Service Providers to perform those Control Standards.
5.5. CMS will cooperate and comply with an Applicant’s reasonable request to access their personal data and its usage according to our legal obligations within the Jurisdiction of Operation.
5.6. You are responsible for the security of all confidential information contained on the Applicant Certificate once this is sent to you and our Service is complete.
6. Your Content
6.1. You will retain all intellectual property rights to the content you input, submit and send through our Software and Services. You agree to grant CMS a perpetual, irrevocable, worldwide, non-exclusive and royalty-free license to analyse, reproduce, adapt, modify and translate the content you submit for the purposes of conducting Control Standard checks for the Service requested by your Agent or to report to the authorities suspicious or unusual behaviour that may indicate criminal activity or any other wrongdoing.
6.2. In addition, you agree that these Terms and Conditions include the right to make this content available to our Third-Party suppliers to perform, either automatically or manually, the Control Standard checks for the Service requested by you. These Third-Party suppliers may be outside of the jurisdiction of the UK, EU or EEA. You therefore agree for your content to be used outside of your jurisdiction or the Jurisdiction of Operation.
6.3. Unless otherwise stated, we store your data and your Applicant’s data on Microsoft Azure Cloud Service Platforms physically located in the UK.
7. Our Licensing of Software and Services
We grant you a worldwide, non-assignable, non-exclusive, revocable and non-sublicensable license to use our Software and Services for the period of the Annual Software Licence, under these conditions:
7.1. You may only use the licensed Software and Services for the purposes permitted by Service Pack you have selected.
7.2. You acknowledge that CMS, its parent CDD Services Ltd and its Third-Party suppliers, own all intellectual property rights that subsist within the Software and Services.
7.3. You must not copy, reproduce, incorporate, issue to the public, store, adapt, modify, transmit, decompile, reverse engineer, distribute or create any derivative work from the Software other than permitted in these Terms.
8. Third Party Data Providers and Service Providers
8.1. To support our Service Control Standards, we use Third-Party Data Providers and Service Providers across the globe. Some of these checks are automatic data provision; some are manual processes. Each supplier has their own terms and conditions in respect to the use of the data they provide. Where relevant according to the Service your Agent selects, you agree to and comply with the provisions laid out in the Third Party’s’ End User Terms and Conditions.
8.3. In most cases Third Party charges are incorporated within our Service Charges. The exception to this is if you already have an account with the Third Party concerned. In such circumstances, an agreement may be required between you and the Third Party so that they will allow us to act as your agent and access their services on your behalf. These arrangements are outside of these Terms, however, in such circumstances, we will adjust our Charges accordingly.
9.1. You agree not to provide inaccurate, misleading or false information, or attempt to engage in impersonation, fraudulent or unlawful activity during your usage of our Software and Services. If we detect suspicious activity, we will report our suspicions to the relevant authorities within the Jursidiction of Operation and may immediately suspend your CMS Client Account.
9.2. You agree not to attempt or engage in activity to circumvent our security system or attempt to access the business rules, configurations, source software or complied code.
9.3. You are responsible for your own data usage costs arising from the Software. We recommend that you connect to a Wi-Fi network when using the mobile applications.
9.4. You must ensure that Agent and Applicant User Name and passwords are kept confidential. You are responsible for your account and its activity. If you discover your account has been used without your authorisation, or hacked, you must notify us immediately so we can suspend the Agent or Applicant account to avoid further misuse.
9.5. You acknowledge that CMS does not provide back-up or storage services and that you are responsible for backing-up and storing any information you may need for your records in line with the Jurisdiction of Operation.
9.6. You agree to not upload content which contains software viruses or any other computer code, files or programs which aim to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment. In the event that you do, then you will indemnify us against any losses we suffer as a result of your conduct.
9.7. You acknowledge that there may be occasions were access to the Software may be unavailable or interrupted due to the conducting of updates or maintenance, or the lack of Wi-Fi access or data coverage.
CMS provides Software and Services on an “as is” and “as available” basis and to the extent permitted by law, grants no warranties of any kind, whether express, implied or otherwise, with respect to the application, including but not limited to, any implied warranties of satisfactory quality, merchantability, fitness for a particular purpose or non-infringement. Whilst CMS attempts to provide our best customer service, we do not warrant nor represent that:
10.1. The Software and Service will be uninterrupted, secure or error free;
10.2. Any defects or errors in the Software or Service will be corrected, or;
10.3. Any of the content or information you obtain on or through the Software or Service will be accurate.
11. Limitations and exclusions of liability
11.1. Under no circumstances shall CMS have any liability to the Agent, Applicant or any other person or entity for any indirect, special incidental or consequential damages of any description, whether arising out of warranty or other contract, tort, or otherwise, including without limitation, lost goodwill, loss of investment, loss of data or other losses.
11.2. CMS will not be liable for the quality of the data provided by third parties. We are simply reporting what we have found about the Applicant from Third-Party sources. The degree of reliance you place on Software and Services and the Third-Party data and services provided remains solely your decision and accountability.
You agree, to the extent permitted by law, to indemnify, defend, and hold CMS and our affiliates, directors, officers, employees, licensors and agents harmless, from and against any and all complaints, charges, claims, damages, losses, costs, liabilities and expenses (including legal fees) due to, arising out of, or in connection in any way to:
12.1. Any breach of our Terms by you;
12.2. Any negligent acts or omissions committed by you;
12.3. Your access to or use of the Software and Services;
12.4. Your violation of any law or of any rights of any Third Party.
If any provision of these Terms and Conditions is found to be illegal or otherwise unenforceable, then that provision will be severed from these Terms and Conditions and will not affect the validity and enforceability of any remaining provisions.
Our failure to exercise or enforce any of our rights in these Terms and Conditions does not waive our right to enforce such right.
We may transfer, subcontract or otherwise deal with our rights or responsibilities under these Terms and Conditions to someone else without obtaining your consent. You may NOT transfer, subcontract or otherwise deal with our rights and/or obligation under these Terms and Conditions unless we agree to this in writing.
16. Entire agreement
17. Changes to these Terms
We reserve the right to update or amend these Terms and Conditions from time to time. We will notify you when an updated version of these Terms and Conditions becomes available. If you do not agree to the updated Terms and Conditions, you must cease using our Software and Services.
18. Law and jurisdiction
The agreement between you and CMS will be governed by the laws of England and Wales. English courts will have exclusive jurisdiction in the event of a potential dispute.