This document sets out the terms and conditions (“Terms”) on which Compliance Online Limited, trading as VIXIO provides you with the Services (defined below) and access to gc.vixio.com and pc.vixio.com (each, the “Website”) and the materials contained on the Website and otherwise sent to you, including our newsletter, all reports and other materials (“Materials”). These Terms apply to all users of the Website and govern your use of the Website. If you are entering into these Terms on behalf of your employer or acting as an employee, you warrant that you are authorised to enter into legally binding contracts on behalf of your employer. The same rights, limitations and restrictions apply to your employer. You agree that these Terms are enforceable as if they were a written negotiated agreement signed by your employer. Please read these Terms carefully before accessing the Services or Materials and information available. By accessing the Website, you agree, without limitation or qualification, to be legally bound by these Terms. We expressly reject any terms and conditions that you provide to us, including within any order form or purchase order.
- Information About VIXIO And The Website
1.1. The Website is owned and managed by Compliance Online Limited, a company registered in England and Wales with company registration number 05706431 and having its registered address at St Clare House, 30 Minories, London, EC3N 1DD. We trade under the name VIXIO, and use that name in these Terms to refer to Compliance Online Limited.
1.2. VIXIO operates and maintains the Website which is an online provider of data, analysis and information relating to the global gaming and payments market. The Website provides certain subscription services (“Subscription Services”) and certain non-subscription services (“Non-Subscription Services”), (collectively the “Services”), which are more specifically detailed below.
- Preliminary Information
2.1. By accessing the Website, Services and/or Materials, you warrant that (a) you are legally capable of entering into binding contracts; and (b) you shall comply with all applicable laws in the use of the Services and/or the Website.
2.2. You further warrant that any information you provide to VIXIO is true, accurate and correct and that you shall promptly notify VIXIO in the event of any changes to such information.
2.3. You agree that you are solely responsible and liable for all activities relating to your use of the Website, Materials and Services, whether you are a visitor to the Website (“Visitor”), or you have purchased any of the Subscription Services (“Subscriber”) or Non-Subscription Services, and where applicable whether you are an individual Subscriber or you have access to the Subscription Services under a multi-use licence, as more specifically described on the Website.
- Placing An Order
3.1. If you wish to purchase any of the Subscription Services you shall be required to complete and sign an order form (“Order Form”) which shall be provided to you by VIXIO. Such Order Form shall detail the Services you wish to purchase and the agreed price (“Price”) for such Services, plus any applicable taxes.
3.2. If you wish to purchase any bespoke research reports (“Bespoke Reports”) and/or one-off regulatory reports that are advertised on the Website (“Regulatory Reports”) (hereafter collectively referred to as “Reports”), you may do so either by contacting VIXIO for an Order Form or by purchasing such Reports through the Website (“Online Order”).
3.3. By submitting an Order Form or an Online Order, you consent to VIXIO conducting verification and security procedures in respect of the information provided in the Order Form or the Online Order.
3.4. You hereby warrant that the information provided to VIXIO is true, accurate and correct. You further warrant that you shall promptly notify VIXIO in the event of any changes to such information.
- Formation Of Contract
4.1. Submission of a signed Order Form by you constitutes an offer by you to purchase the Services from VIXIO.
4.2. Where you complete an Online Order, payment by you of the Price shall constitute an offer by you to purchase the Services from VIXIO.
4.3. Upon receipt of the completed Order Form, or where you submit an Online Order, VIXIO shall email you a confirmation of your order (“Order Confirmation”). Such Order Confirmation shall constitute VIXIO’s acceptance of your offer.
4.4. For the avoidance of doubt, your contract (“Contract”) with VIXIO commences:
(a) where you are a Visitor, at such time as you commence use of the Website; or
(b) where you purchase Reports, or where you are a Subscriber, on the date of the Order Confirmation.
4.5. Where you purchase Reports or where you are a Subscriber, VIXIO shall also send you an invoice (“Invoice”) setting out details for payment including the date that payment is due (“Due Date”).
- Your Use Of The Services
5.1. Where you are a Subscriber, VIXIO hereby grants you a non-exclusive, non-transferable, non-sub-licensable licence (“Licence”) to use the Website and the Materials, subject to your compliance with these Terms.
5.2. Such Licence may be either for a fixed number of users (“Fixed Licence”) or for an indefinite number of users (“Enterprise Licence”). Whether you subscribe to a Fixed Licence or an Enterprise Licence, you agree that you shall bring these Terms to the attention of all users (“Users”) under a Licence and that such Users agree to be bound by these Terms.
5.3. Where you are a Subscriber, following dispatch of an Order Confirmation by VIXIO you shall be provided with a username and password (“Login Details”) for each User under your Licence, to enable Users to gain access to the Subscription Services.
5.4. Where you are a Subscriber you hereby acknowledge and agree that you are solely responsible for procuring and paying for access to the internet to enable you to use receive the Materials and to access the Services. We are not liable to you if you are unable to receive the Materials and/or access the Services for any reason outside of our control, including your failure to use appropriate equipment or insufficient bandwidth. You should check your junk folder for Materials we send you, including our daily newsletter, and ensure that your system and/or settings are not set to block or discard such Materials. If you do not receive any Materials from us, you should contact us accordingly, and our sole liability to you shall be to resend the Material in question.
5.5. You hereby represent, undertake and warrant that:
(a) all information supplied by you to us for the purpose of registering as a Subscriber is true, complete and accurate in all respects;
(b) you shall keep passwords and access codes supplied by VIXIO secure and confidential;
(c) you shall procure that no unauthorised access to and/or use is made of the Services; and
(d) you shall inform VIXIO immediately if you have any reason to believe that the access code and/or password has become known to any individuals not authorised to use them or if the Service is being used, or is likely to be used, in an unauthorised way.
5.6. You acknowledge and agree that you shall:
(a) not use the information presented on the Website or derived from the Services otherwise than in accordance with these Terms;
(b) use the Website and the Services entirely at your own risk;
(c) not sub-licence, rent, lease, transfer or assign any rights in the Materials, including without limitation copyright, trademark and other intellectual property rights, to any other person, or attempt to do any of the foregoing;
(d) not alter or remove any copyright notices or other notices indicating the proprietary ownership by VIXIO or any third party of any Intellectual Property Rights (defined below) in the Materials;
(e) comply with all instructions and policies from VIXIO from time to time in respect of the Website and the Services;
(f) co-operate with any reasonable security or other checks or requests for information made by VIXIO from time to time;
(g) not allow any person in respect of whom Login Details have not been assigned to access or use the Materials;
(h) not download and/or store all or any of the Materials in anything other than their original form and for any reason other than those permitted under your Licence;
(i) not create a database or any other collection or record, whether in electronic or hard copy, by systematically downloading and storing any or all of the Materials;
(j) not create derivative works based on the Materials; and
(k) not use the Website or any Materials for any unlawful purpose.
5.7. Each User under a Licence may:
(a) display the Materials electronically on a single computer;
(b) download and store one copy of the Materials electronically on a single computer for internal business use, subject to clause 5.6(h) of these Terms; and
(c) print one copy of the Materials for internal business use.
5.8. VIXIO may offer training for Users, such training including but not limited to telephone training and/or face to face training at your place of business. Such training shall be offered at VIXIO’s sole discretion unless otherwise agreed.
5.9. VIXIO reserves the right to audit your use of the Materials and the Services at any time, such audit to be conducted at VIXIO’s expense and with reasonable prior notice. If any such audit reveals (a) that any password has been provided to an individual who is not a User; and/or (b) that you have underpaid the Price for the Materials and/or Services; then VIXIO may, without prejudice to any other rights or remedies, disable access codes and/or passwords without any obligation to issue any new access code or password and/or require payment by you of an amount equal to any underpayment and, in its sole discretion, an amount equal to the benefit received by the individual who is not a User.
- Self-Assessment Tool
6.1 If you have subscribed to our self-assessment tool on gc.vixio.com, (“Self-Assessment Tool”), you may provide to us certain information about your business and services in order that we can prepare the self-assessment report (“Self-Assessment Report”). You warrant and represent that the information you provide to us within the Self-Assessment Tool shall:
(a) be accurate, up-to-date and true;
(b) not infringe any third party rights, including copyrights, rights of confidentiality, rights in contract or privacy rights;
(c) comply with all applicable laws and regulations; and
(d) not contain any virus or malicious code.
6.2 We shall prepare the Self-Assessment Report with reasonable skill and care, but you acknowledge and agree that in doing so we shall rely on the information you have provided to us. The content of the Self-Assessment Report is for information only and you agree not to rely on the content as legal, financial or other advice. The Self-Assessment Report should not be considered in isolation. You agree to continue to use all other information and tools available to you relating to the operation and management of your business and services.
6.3 We grant to you the right and licence to use and reproduce the Self-Assessment Report in order to manage and promote your business. We retain the right in perpetuity to use the information that you provide to us under clause 6.1 above on an anonymous basis for our reasonable business purposes including to create our own analysis and to improve our business and services.
7.1. The Website includes comments sections, add notes sections, blogs and other interactive features that allow interaction between users and between users and VIXIO employees (“Community Forums”). The information posted on the GC Community Forums by any user who is able to access and post on the Website is defined as “User Generated Content” or “UGC”.
7.2. You hereby agree to abide by any rules (Community Rules”) published on the Website from time to time.
7.3. You will retain ownership of the copyright in any of your UGC that you or we publish on the Website so you are free to re-use it as you wish. You agree that if you post UGC to a Forum then you are granting VIXIO a right (but not an obligation) unlimited in time to publish, re-use, archive, modify, delete or commercially exploit that UGC in whole or in part as we see fit, whether on the Website or otherwise, without any requirement to pay you for this and with or without attribution to you. This means that you grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free licence to use any UGC you publish in whole or in part in any manner and for any purpose whatsoever and without further obligation to you. You also waive any moral rights that you may have in regard to the UGC.
7.4. You are responsible for all the content of any of your UGC that you or we publish. You are financially responsible to us for any claim against us by any third party that your UGC is not in accordance with the clauses below or that otherwise relates to your UGC.
7.5. You agree that you will:
(a) only publish UGC that is your original content and will not infringe the copyright or other rights of any third party when publishing UGC.
(b) not post, link to or otherwise publish any UGC containing any form of advertising or promotion for goods and services or any spam or other form of unsolicited communication.
(c) not post, link to or otherwise publish any UGC with recommendations to buy or not buy a particular share or other investment or which contain confidential information of another party or which otherwise have the purpose of affecting the price or value of any share or other investment.
(d) not post, link to or otherwise publish any UGC that is threatening, offensive, libellous, indecent or otherwise unlawful.
(e) not post comments that are discriminatory in nature, for example, comments which make attacks on the grounds of race, religion, sex, gender, sexual orientation, disability or age.
(f) respectfully challenge different points of view but not personally attack other commentators.
(g) not disguise the origin of any UGC, besides exercising your option to post anonymously, and not impersonate any person or entity (including VIXIO employees or GC Community Forum users) or misrepresent any connection with any person or entity.
(h) not post or otherwise publish any UGC unrelated to the Community Forum or the Community Forum’s topic.
(i) not post or transmit any UGC that contains software viruses, files or code designed to interrupt, destroy or limit the functionality of the Website or any computer software or equipment.
(j) not collect or store other users’ personal data.
(k) not restrict or inhibit any other user from using the Community Forums.
(l) comply with the Community Rules, as published from time to time.
7.6. The Forums contain UGC submitted by users over whom VIXIO has no control so we cannot therefore guarantee the accuracy, integrity or quality of any UGC. Some users may not behave properly and may post UGC that is misleading, untrue or offensive.
7.7. It is not possible for VIXIO to fully monitor all UGC published on the Website but where we become aware that UGC that is potentially misleading, untrue, offensive, unlawful, infringes third party rights, is potentially in breach of these terms and conditions or any other reason considered against the spirit of the Community Forum then we will review that UGC, decide whether to remove it from the Website and act accordingly. This may include banning a user from participation in the Community Forum
7.8. Our moderation and community team may contact you from time to time regarding your comments. Comments, including those made under a pseudonym, can be linked to your Website account by VIXIO.
7.9. If you believe that any UGC published on the Website infringes any legal rights that you may have or is not allowed under these terms and conditions, please notify us immediately with specific details by contacting VIXIO at email@example.com
- Prices And Payment
8.1. The Price for both Subscription and Non-Subscription Services, where not set out on the Website, can be found by contacting VIXIO.
8.2. Unless otherwise expressly set out to the contrary, any Price quoted on the Website shall be exclusive of any applicable taxes which shall be payable by you.
8.3. Where you are a Subscriber or you order Regulatory Reports by way of an Order Form, payment of the Price shall be due on or before the Due Date.
8.4. Where you place an Online Order for any Report, payment of the Price shall be due at the time you place the Order.
8.5. Where you order Bespoke Reports:
(a) payment of 50% of the Price shall be due up-front (“Deposit”);
(b) the remaining 50% of the Price shall be due on completion of the research and provision by VIXIO of the Bespoke Report to you;
(c) additional fees may be payable where the research goes beyond the scope initially agreed, or where you request further information to be included within the Bespoke Report, subject always that such additional fees shall be agreed with you prior to additional work being carried out; and
(d) for the avoidance of doubt, VIXIO shall not be required to commence work on the Bespoke Report until receipt of the Deposit in cleared funds.
8.6. Where you are a Subscriber, you shall be sent a renewal reminder (“Renewal Reminder”) one month prior to termination of your Licence. Such Renewal Reminder shall set out the Price for any renewal. If you wish to renew your subscription, you shall be required to confirm such renewal in writing or by email to VIXIO. Please note in particular that if you have an Enterprise Licence and you have been acquired by or acquire another organisation, then the Price due on renewal is likely to be higher to reflect potential or actual increased usage of the Website and Materials.
8.7. You acknowledge and agree that the Price may be subject to change or variation from time to time, subject always that any changes to the Price shall be notified to you in writing and shall not be applicable to you once you have submitted your Order Form. For the avoidance of doubt, if you choose to renew an existing subscription, such renewal shall be subject to any change in Price, such change to be notified to you in advance of renewal.
8.8. You may pay for your Order by credit or debit card or by other form of payment acceptable to and agreed by VIXIO.
8.9. VIXIO reserves the right to deny access to any of the Services where VIXIO has not received payment of the Price and any additional charges, including without limitation any applicable taxes. Full payment is due within 30 days of receipt of signed order form.
8.10. Where payment or any part thereof is not made for the Services by the Due Date of the Invoice, VIXIO reserves the right to charge interest on any unpaid amounts at the rate of 5% above the Bank of England base rate from time to time.
8.11. In the event that VIXIO is for any reason unable or unwilling to continue providing access to the Website and Materials, without any fault on your part, VIXIO agrees, on request, to refund a pro-rated portion of any of the Price paid in advance by you for any unused term of your Licence, provided that this shall be the sole and exclusive remedy available to you in such an event.
8.12. VIXIO may use third-party payment handlers to process your payment. By placing an order with VIXIO for any of the Services you agree that you have given VIXIO permission to do so.
9.1. Where you are a Visitor, you may terminate your Contract with VIXIO at any time by ceasing all use of and access to the Website and the Materials.
9.2. Except where otherwise stated, use of the Website and Materials will cease on expiry of the term agreed between VIXIO and you.
9.3. VIXIO may suspend or terminate your access to and use of the Website and the Materials at any time if:
(a) VIXIO reasonably believes that there has been fraudulent use, misuse or abuse of features and functionalities of the Website and/or the Services (in whole or in part);
(b) VIXIO reasonably believes that you have provided any false, inaccurate or misleading information; or
(c) VIXIO reasonably believes that there has been any other material breach of these Terms by you or anyone using your Login Details.
9.4. Notwithstanding the provisions of this clause 9, where you are a Subscriber and where VIXIO notifies you of any changes to the Website and the Services and you demonstrate that such changes or amendments would be materially detrimental to you, you shall be entitled to cancel your subscription by giving notice before such changes become effective. Unless the changes are required as a result of any change in applicable laws or regulations, VIXIO will, on request, refund the pro rata portion of any Price paid in advance by you for any unused term of the Licence, provided that this shall be the sole and exclusive remedy available to you in such event.
- Exclusion Of Warranties And Limitation Of Liability
10.1. Whilst VIXIO has used reasonable commercial endeavours to ensure that all information contained on the Website is accurate, up-to-date and complies with English law, the Website and/or Materials are provided on an “as-is” basis and accordingly VIXIO makes no warranties or representations that such Website or Materials are appropriate for whatever use you may wish to make of them.
10.2. Further, where you access the Website and/or Materials from outside the UK, VIXIO makes no warranty express or implied that the Website and/or Materials are permitted under any applicable laws or regulations that apply to such jurisdiction. You are therefore advised to satisfy yourself that you are lawfully able to subscribe to and use the Website and Materials in the jurisdiction in which such use is taking place, and VIXIO accepts no liability for your failure to do so.
10.3. Nothing in these Terms excludes or limits VIXIO’s liability for (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other loss that cannot lawfully be excluded or limited.
10.4. Subject to the provisions of this clause 10, VIXIO shall not be liable for losses that result from its failure to comply with these Terms, that fall within the following categories: (a) direct, indirect, special or consequential losses; (b) expectations of a specific nature or anticipated outcome; (c) loss of profits, income or revenue; (d) loss of anticipated savings; (e) loss of business; (f) loss of opportunity; (g) loss of goodwill and/or reputation; (h) loss of data; (i) loss of contract; (j) loss of use; or (k) loss of management time, and whether caused by tort (including negligence), breach of contract or otherwise even if foreseeable arising out of or in conjunction with your use and/or reliance of the Services, the Website and/or the contents therein.
10.5. VIXIO does not represent that the Website and/or Materials are free from infection, viruses or other code that has contaminating or other destructive properties. Accordingly, you are responsible for implementing sufficient procedures and virus blocking protocols to protect your computer system from damage.
10.6. VIXIO makes no representations that the Website will be available to all computer systems, and accordingly you are responsible for ensuring that your computer system meets all relevant technical specifications necessary to use the Website.
10.7. You acknowledge and agree that VIXIO relies on third-party providers to make the Website and Materials available to you. Consequently, VIXIO does not warrant that the Services and the Website shall be uninterrupted or fault-free at all times.
10.8. VIXIO may provide or promote links to third-party web sites or services on the Website or in the Materials. You agree that VIXIO is not responsible for and does not control such websites or services, and makes no warranty or representations of any kind regarding such websites or services.
10.9. All warranties, representations, guarantees, conditions and terms other than those expressly set out herein whether express or implied by statute, common law, trade usage or otherwise, and whether written or oral, are hereby expressly excluded to the fullest extent permissible by law.
10.10. Unless otherwise expressly set out to the contrary in these Terms, VIXIO’s liability to you in connection with your use of the Website, Materials and/or Services shall be strictly limited to the Price paid by you for the particular Services during the 12 (twelve) month before the date of the claim.
Commentary and other materials posted on the Website and/or contained in the Materials and/or Reports are not intended to amount to advice on which reliance should be placed. In particular, the information and Materials on the Website and in the Reports are not intended to be relied on as a definitive or complete statement of the law nor are these intended to constitute legal or expert advice or recommendations on which you should rely. VIXIO therefore disclaims all liability and responsibility arising from any reliance placed on such information by anyone accessing the Website, Materials or Reports and/or by anyone who may be informed of any of the contents therein.
- Intellectual Property
12.1. VIXIO and its licensors own the title, copyright and all and any other intellectual property rights (“Intellectual Property Rights”) on the Website, Materials and in each and all of the Services, including in particular the content of all Reports, and any bespoke versions and modifications or translations of them (“the Property”), however delivered. You acknowledge that you do not and shall not own any title, copyright or any other Intellectual Property Rights in the Property or any right save as set out in these Terms. These Terms convey a limited Licence to use the Services, Materials and Reports and shall not be construed to convey title to or ownership of the Services, Materials and Reports to you. All rights in and to the Services, Materials and Reports not expressly granted to you are reserved by VIXIO.
12.2. Save insofar as you are permitted under your Licence and under these Terms, you are expressly prohibited from:
(a) reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the Website; and
(b) removing, modifying, altering or using any registered or unregistered marks/logos/designs owned by VIXIO or its licensors, and doing anything which may be seen to take unfair advantage of the reputation and goodwill of VIXIO or could be considered an infringement of any of the Intellectual Property Rights owned by and/or licensed to VIXIO.
12.3. VIXIO, at its expense and in its sole discretion, shall defend any claim, demand, action or proceeding against you asserting that the Website and/or Materials infringes any Intellectual Property Rights of any third party (each an “Infringement Claim”) and shall pay any final judgments awarded or settlements entered into with such third party, provided that you provide prompt written notice to VIXIO of any such Infringement Claim, grant VIXIO the full authority to proceed as contemplated herein and use all reasonable endeavours to mitigate the sums which may be payable by VIXIO hereunder. The foregoing obligations shall not apply to the extent that the alleged infringement arises as a result of or is based upon (a) additions or modifications to the Materials made by you; or (b) use or combination of information provided on the Website or in the Materials with other data or information.
12.4. The provisions of this clause 12 shall continue after the termination of these Terms.
- Force Majeure
13.1. VIXIO shall not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these Terms that is caused by events outside its reasonable control (“Force Majeure Event”).
13.2. A Force Majeure Event involves any act, event, non-happening, omission or accident beyond VIXIO’s reasonable control and includes without limitation
(a) strikes, lock-outs or other industrial action;
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat of or preparation for war;
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster;
(d) impossibility of the use of public or private telecommunications networks; or
(e) the acts, decrees, legislation, regulations or restrictions of any government.
For the purpose of the General Data Protection Regulations and other data protection laws applicable in the UK, we are the controller of personal data provided to us. This is because we determine:
- what personal data is required to access our Website;
- product and platform design, access rights and we have the ability to block access for any individual;
- how personal data is used within the Website;
- whether any third parties are required to processes the personal data for us as part of the provision of access to the Website; and
- how long we retain personal data.
We do of course comply with all applicable laws relating to data protection in exercising our rights as a controller.
- Complaints And Contact Details
15.1. If you have reason to believe that any of these Terms have been breached, you have a complaint to make or wish to contact us for any other reason, please do so in writing to: VIXIO, St Clare House, 30 Minories, London, EC3N 1DD, or by email at info@VIXIO.com.
15.2. All notices and communications should be sent by post or by confirmed receipt of electronic communication to the details above.
16.1. These Terms may be assigned or subcontracted by VIXIO at any time.
16.2. VIXIO reserves the right to modify these Terms at any time. Any changes to these Terms shall be notified to you in writing or by electronic communication.
16.3. VIXIO reserves the right to make amendments or improvements to or withdraw or correct any error or omission in the Materials and/or on the Website or any part thereof, without notice.
16.4. These Terms and any documents expressly referred to herein shall constitute the entire agreement between you and VIXIO in respect of your use of the Website and the Services.
16.5. You acknowledge that in entering into these Terms you have not relied upon any warranty, undertaking, promise or representation made by or implied from anything said or written whether on the Website, the internet or in negotiation between you and VIXIO except as expressly set out in these Terms.
16.6. If any of these Terms is determined by any competent authority to be unlawful, invalid or unenforceable for any reason whatsoever and to any extent, such term, condition or provision shall to that extent be severed from the remaining Terms, conditions and provisions which shall continue to be valid to the fullest extent permissible by law.
16.7. These Terms supersede any prior terms and conditions, agreement, understanding or arrangement between you and VIXIO, whether oral or in writing.
16.8. These Terms are governed by and shall be interpreted in accordance with English law, and you agree that, where any dispute arises out of or in connection with these Terms, you shall submit to the exclusive jurisdiction of the English courts.
16.9. If VIXIO fails at any time to insist upon strict performance of its obligations under these Terms, or if it fails to exercise any right or remedy provided for under these Terms, such failure shall not constitute a waiver of any such right or remedy and shall not relieve you of compliance with such obligations.
16.10. A waiver by VIXIO of any default shall not constitute a waiver of any subsequent default.
16.11. No waiver by VIXIO of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
16.12. These Terms are not intended to benefit anyone other than the parties to it, and no term of this contract will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to these Terms.