Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Customer”, “you”) and ComplicEdge Ltd, a company registered in England and Wales (“ComplicEdge”, “we”, “us”). By accessing or using the ComplicEdge platform at complicedge.co.uk or any associated services, you confirm that you have read, understood, and agree to be bound by these Terms.

If you are entering into these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation. If you do not agree with any provision of these Terms, you must not access or use the service.

We reserve the right to modify these Terms at any time. We shall provide at least thirty (30) days’ written notice of material changes via email to the address associated with your account or through a prominent notice within the platform. Your continued use of the service after such notice period constitutes acceptance of the revised Terms. If you do not agree to the updated Terms, you must cease using the service before they take effect.

ComplicEdge provides a cloud-based, multi-tenant workforce compliance management platform. Core capabilities include: worker certification tracking and expiry management; cryptographically hash-chained, append-only audit logs; field-level encryption of sensitive personal data; GDPR data subject request workflow management; compliance reporting and analytics; and evidence file storage.

The service is delivered on a software-as-a-service (SaaS) basis. Each Customer’s data is logically isolated within a dedicated tenant environment and encrypted using tenant-specific encryption keys under a two-tier key management architecture.

ComplicEdge provides tools to assist with workforce compliance management, but does not guarantee specific compliance outcomes. You remain solely responsible for ensuring that your organisation meets its legal and regulatory obligations. ComplicEdge does not independently verify the validity of certifications, qualifications, or other data entered into the platform.

You are responsible for maintaining the confidentiality and security of all account credentials associated with your tenant. You must promptly notify ComplicEdge of any unauthorised access to or use of your account.

The designated tenant administrator is responsible for managing user accounts, assigning roles, and configuring permissions within the platform’s role-based access control system. You shall ensure that each user account is assigned only to a single authorised individual and that access credentials are not shared between users.

You are responsible for all activities that occur under your tenant, including actions taken by users you have authorised. ComplicEdge shall not be liable for any loss or damage arising from your failure to maintain adequate credential security or from unauthorised access resulting from your negligence.

You agree to use the service only for its intended purpose of workforce compliance management and in accordance with all applicable laws and regulations. Without limitation, you shall not:

(a) attempt to circumvent, disable, or interfere with any access controls, authentication mechanisms, or security features of the platform; (b) tamper with, alter, delete, or forge any audit log entries or hash-chain records; (c) access, attempt to access, or probe data belonging to any other tenant or customer; (d) use automated scripts, bots, scrapers, or similar tools to extract data from the platform except through documented APIs provided for that purpose; (e) use the service for any purpose that is unlawful, fraudulent, or harmful, or in connection with any unlawful, fraudulent, or harmful activity; (f) introduce any virus, malware, or other harmful code into the platform; or (g) reverse-engineer, decompile, or disassemble any part of the platform except to the extent expressly permitted by applicable law.

ComplicEdge reserves the right to suspend or terminate access immediately if we reasonably believe a violation of this section has occurred, without prejudice to any other rights or remedies available to us.

You retain full ownership of all data, documents, and content that you or your authorised users upload, enter, or transmit through the platform (“Customer Data”). ComplicEdge does not claim any intellectual property rights over Customer Data.

You grant ComplicEdge a limited, non-exclusive, royalty-free licence to process, store, transmit, and display Customer Data solely as necessary to provide, maintain, and improve the service, and to comply with applicable legal obligations. This licence terminates upon deletion of Customer Data in accordance with these Terms.

Audit chain entries comprise both Customer Data (the substance of the logged event) and platform integrity data (cryptographic hashes, sequence numbers, and timestamps generated by ComplicEdge). The substantive content of audit entries remains your property. The cryptographic integrity structure, including hash values and chain metadata, is jointly owned and may be used by either party to demonstrate the integrity and provenance of the audit trail.

To the extent that ComplicEdge processes personal data on your behalf, ComplicEdge acts as a data processor and you act as the data controller, as those terms are defined under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

The specific terms governing data processing, including the nature and purpose of processing, categories of data subjects, data retention, sub-processor obligations, and technical and organisational security measures, are set out in a separate Data Processing Agreement (DPA), which is available on request and forms an integral part of these Terms.

You are responsible for ensuring that you have a lawful basis for processing any personal data submitted to the platform and that appropriate privacy notices have been provided to data subjects.

The ComplicEdge platform, including but not limited to its source code, user interface designs, algorithms, cryptographic audit chain structure, data models, documentation, and all associated intellectual property rights, is and shall remain the exclusive property of ComplicEdge Ltd. Nothing in these Terms grants you any right, title, or interest in the platform other than the limited right to use the service in accordance with these Terms.

Customer Data and any intellectual property subsisting therein remain the exclusive property of the Customer. ComplicEdge shall not use Customer Data for any purpose other than providing and improving the service as described in these Terms.

Any feedback, suggestions, or feature requests you provide regarding the service may be used by ComplicEdge without restriction or obligation to you.

ComplicEdge shall use reasonable commercial endeavours to maintain the availability of the platform. However, these Terms do not include a service level agreement (SLA) or guarantee any specific uptime percentage. Enterprise customers may negotiate a separate SLA with defined uptime commitments and remedies.

We may perform planned maintenance that temporarily affects service availability. Where practicable, we shall provide at least forty-eight (48) hours’ advance notice of planned maintenance via email or in-platform notification. Emergency maintenance required to address security vulnerabilities or critical issues may be performed without advance notice.

ComplicEdge shall not be liable for any unavailability, interruption, or degradation of the service caused by factors outside our reasonable control, including but not limited to internet connectivity issues, third-party service failures, force majeure events, or Customer-side infrastructure problems.

The service is provided on an “as is” and “as available” basis. To the fullest extent permitted by applicable law, ComplicEdge disclaims all warranties, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Subject to the exclusions below, ComplicEdge’s total aggregate liability to you under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by you to ComplicEdge during the twelve (12) months immediately preceding the event giving rise to the claim.

In no event shall ComplicEdge be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business opportunity, or loss of goodwill, even if ComplicEdge has been advised of the possibility of such damages.

Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law.

You agree to indemnify, defend, and hold harmless ComplicEdge, its directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the service in breach of these Terms; (b) any violation of applicable law by you or your authorised users; (c) the accuracy, completeness, or legality of Customer Data; or (d) any claim by a third party resulting from your use of the service.

ComplicEdge shall promptly notify you of any such claim and provide reasonable cooperation in the defence thereof, at your expense.

Either party may terminate these Terms by providing thirty (30) days’ written notice to the other party. ComplicEdge may terminate or suspend your access immediately and without prior notice if you commit a material breach of these Terms, including but not limited to violations of the Acceptable Use provisions.

Upon termination or expiry of these Terms, you shall have a period of thirty (30) days to export your Customer Data from the platform using the available export tools. ComplicEdge shall provide reasonable assistance with data export upon request. After the thirty-day export period, ComplicEdge shall securely delete all Customer Data from its systems, except where retention is required by applicable law or regulation.

Termination shall not affect any rights, obligations, or liabilities that have accrued prior to the date of termination. The provisions of these Terms that by their nature should survive termination shall continue in force, including but not limited to sections relating to Data Ownership, Intellectual Property, Limitation of Liability, Indemnification, Confidentiality, and Governing Law.

Each party (“Receiving Party”) agrees to keep confidential all non-public information disclosed by the other party (“Disclosing Party”) in connection with these Terms (“Confidential Information”). Confidential Information includes, without limitation, business plans, customer data, technical specifications, pricing, and security architecture details.

The Receiving Party shall not disclose Confidential Information to any third party except to its employees, contractors, or advisers who need to know such information for the purposes of these Terms and who are bound by obligations of confidentiality no less restrictive than those set out herein. The Receiving Party shall use Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Terms.

The obligations of confidentiality do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party prior to disclosure; (c) is independently developed without reference to the Disclosing Party’s Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives reasonable prior notice where permitted.

For the avoidance of doubt, audit chain verification data (cryptographic hashes and chain integrity proofs) is excluded from confidentiality obligations, as it is designed to be independently verifiable by authorised parties.

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

These Terms, together with any Data Processing Agreement and any separately agreed Service Level Agreement, constitute the entire agreement between you and ComplicEdge with respect to the subject matter hereof and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

No amendment to or modification of these Terms shall be effective unless made in writing and signed or otherwise formally accepted by both parties, or unless made by ComplicEdge in accordance with the update procedure described in Section 1.

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms shall continue in full force and effect.

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.