SAS-FAB Platform Terms of Service 

Introduction and Recitals

 

The Special Administration System: Funds Administration Bureau (SAS-FAB) platform is an enterprise grade Customer Relationship Management system with multi-channel customer records management and detailed audit logs for client and operator systems interactions. The system is capable of dealing with very substantial numbers of end user records and is horizontally as well as vertically scalable. 

 

The SAS-FAB platform has been specifically customised and configured to support the specific industry use case and business scenarios for the management of UK Dormant Funds under FCA E money regulation where the Safeguarded Funds are EITHER managed by a regulated EMI organisation approved by the FCA or by an Administrator appointed by the courts. The Bureau system supports the calculation of Safeguarded funds at end user, programme level, and aggregate level to facilitate the reconciliation of these funds by the EMI/Adminstrator. Any changes to Safeguarded Funds are supported by the generation of appropriate invoices at end user level. 

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The SAS-FAB Platform is hosted and deployed (from our standard solution) as an individual client on a dedicated URL. This deployment method permits customisations to be performed rapidly to meet any specific client needs, and allows for data archiving to meet FCA regulations in a cost-effective manner. 

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There are a number of configurable components within the system - these include e-mail verification and bulk sending providers, SMS verification and bulk sending providers, Address verification, Sanctions checking, PEP checking and Customer onboarding documentation/systems, Secure Document storage for sensitive information, and an integrated, recorded telephony (PBX) and server hosting options. 

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Whilst standard options for these services are provided alternative providers may be selected by the client to meet their specific policy, functionality or volume requirement. 

The SAS-FAB platform has been designed for extremely rapid deployment and to be operated as a 'turnkey system' with supporting consulting services for initial data onboarding and outsourced operations agents to run the Bureau in accordance with the standard policies or your specific policies and requirements. 

 

Full training can be provided should you wish to use your own staff to administer and operate the system. 

 

The funds can also be held by our FCA regulated EMI partner as Safeguarded EMI funds, please contact us for details of our Partner EMI and Contractual Terms and Conditions.  

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The SAS-FAB technology platform is available at three levels Standard, Enterprise, Custom. The SAS-FAB Platform may be purchased on line here, subject to client on-boarding checks either as a rolling monthly contract for the Standard and Enterprise versions or as an annual plan payable in advance.

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The Special Administration System: Funds Administration Bureau (SAS-FAB) Platform and Services are offered to the Client subject to its acceptance, without modification, of these Terms of Service and any future modifications thereof, and procedures that may be published from time to time or made available to Client on or through the SAS-FAB Services.

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When the SAS-FAB Platform is used by a Client, these Terms form a legally binding contract between Client and the provider of the SAS-FAB Platform - Green Swan Compliance Ltd. If you are entering into these Terms on behalf of an entity, such as your employer, or the company you work for, you represent and warrant that you have the legal authority to represent and bind such Client, in which case the terms “you,” “your”, “customer” or a related capitalised term herein will refer to such Client.

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IF YOU ARE USING YOUR EMPLOYER OR AN ENTITY’S EMAIL ADDRESS IN REGISTERING FOR THE SAS-FAB SERVICES, PLEASE NOTE THAT YOU ARE DEEMED AS AN AUTHORISED REPRESENTATIVE AND/OR AGENT OF YOUR EMPLOYER OR AN ENTITY (AS APPLICABLE).

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The Terms that govern the Clients’ use of the SAS-FAB Platform, consulting services provided and where relevant the Safeguarding of funds is covered in the following contract and policies:

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• SAS-FAB Platform Terms of Service (these terms)

• SAS-FAB Consulting Terms of Service

• SAS-FAB Privacy Policy​

• Safeguarding of Client Funds - Provided by our EMI Partner via an additional contract

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MASTER TERMS

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1. Definitions

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“Account” means the primary means for accessing and using the SAS-FAB Platform, subject to payment of a Fee designated in the selected Plan.

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“Administrator” means a User(s) of an Account which the Client has granted a special authorisation to manage the Client Account.

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“Affiliates” means any legal entity that controls or owns more than 50% of such entity’s outstanding shares or securities, is controlled by, or under common control with a party.

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“Beta Service” means any functionality of SAS-FAB Services that is in development or has not been commercially released as a final product and which SAS-FAB has made available to Client for testing and evaluation.

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“Client” means a natural or legal person or entity who has accepted these Terms with SAS-FAB by using the SAS-FAB Services.

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“Client Data” means data and documents of any kind (images, spreadsheets, text files, identification documents etc.) and any other digital data and information, which is subject to the Platform, or otherwise inserted into the Platform by the Client and for which SAS-FAB is a “processor” (as defined in the Privacy Notice). ​

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“Content” means any data and information available through SAS-FAB Services or contained within the structure of the SAS-FAB Services, including but not limited to, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any comments.

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“Credentials” means all usernames, passwords, and other access credentials created by or assigned to Client and each of its designated Users for use of the SAS-FAB Services.

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“Data Processing Addendum” or “DPA” means the agreement, as set forth at
https://www.greenswancompliance.com/legal/Data-Processing-Addendum-Jan_2025, which explains how SAS-FAB processes Client Data.

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"End User" means the Beneficial owner of Safeguarded Funds or Funds held by an Adminstrator.

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“Feature” means a function or set of functions providing a particular capability within the SAS-FAB Services as determined by the SAS-FAB and as further governed by any applicable Supplemental Terms.

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“Fee” means regular payment for using the SAS-FAB Platform via an activated Account.

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“Feedback” means any comment, bug report, feedback, suggestion or modification for the SAS-FAB Services which Client or a User provides to Green Swan Compliance via SAS-FAB-support@greenswancompliance.com​

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“Marketplace” means a catalog or marketplace of applications that interoperate with the SAS-FAB Platform

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“Master Terms” means these core legal and commercial terms that apply to Client’s use of SAS-FAB Services.

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“Non-SAS-FAB Application” means a web-based, mobile, offline or other software application functionality that interoperates with the SAS-FAB Services, that is provided by Client or a third party and/or listed on a Marketplace. Non-SAS-FAB Applications, other than those obtained or provided by Client, will be identifiable as such.

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“SAS-FAB” means the customised customer relationship management software designed, configured and maintained and  hosted by Green Swan Compliance Ltd unless otherwise specified in the Services Contract.

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“SAS-FAB Materials” means the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, a compilation of the content, code, data, and all other elements of the SAS-FAB technology system and related Services.

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“SAS-FAB Platform” means the Web Site, Content, SAS-FAB Materials, Platform and all other content, services and/or products, and Features, available from the URL provided to the Client. 

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“Plan” means various criteria related to the use and functionality and cost of a particular SAS-FAB Platform and on which the Fee is based.

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“Plan Term” means the period of the Client’s use of the SAS-FAB Services commencing on the date of payment of the corresponding Fee for the associated Plan and concluding on the date of expiration of the Plan. 

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“Platform” means the SAS-FAB customer relationship management application, including any associated Features.

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“Privacy Notice” means the notice, as set forth at https://www.greenswancompliance.com/legal/privacy-policy-FAB, which describes how SAS-FAB collects, receives, uses, stores, shares, transfers, and processes Client Data in connection with Client’s use of the SAS-FAB Services. It also describes Client’s choices regarding use, as well as Client’s rights of access.

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“Renewal Date” means the date the Client’s Plan will automatically renew on an annual or monthly basis depending on the Client’s Plan.

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“Sensitive Information” means full PAN credit or debit card numbers, CVV and expiry numbers; financial account numbers or wire instructions; government issued identification numbers (such as Social Security numbers, passport numbers, driving licences, proof of address), biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection.

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“Sub-processor” means any third party, as set forth here, which SAS-FAB uses in the provision of SAS-FAB Services.

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“Supplemental Terms” means the terms, as set forth here, applicable to Client’s use of a particular Feature or any third party services and which form a part of the Terms.

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“Terms” means these Terms of Service and consists of the Master Terms, any applicable Supplemental Terms, the DPA and the Privacy Notice.

“Seat” means a single license to access the Account on which the Fee is based and which can be assigned to a User.

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“User” means an entity or individual granted the authorized rights and privileges to use the Account on behalf of a Client.

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“Web Site” means the compilation of all web documents (including images, PHP, html files and other files) made available via wwww.greenswancompliance.com, www.sas-fab.com or other domain name provided to or agreed with the Client for use of the SAS-FAB Platform, its subdomains or domains with identical names under other top domains, and owned or adminstored by Green Swan Compliance Ltd or provided to it for the delivery of the service.

 

2. Modifications 

SAS-FAB reserves the right, at its sole discretion, to change, modify, add, or remove any portions of the Terms from time to time. Notification of such modifications may be posted on or through the Platform, the SAS-FAB Services and/or communicated to you by email. Client’s continued use of the SAS-FAB Services constitutes its acceptance of these Terms and any modifications as they arise.
 

3. SAS-FAB Services

3.1 Use of the SAS-FAB Services
Subject to these Terms and any applicable Supplemental Terms, and the payment of the applicable Fee, SAS-FAB grants the Client and its Users a non-exclusive, non-transferable, non-sublicensable license to use the SAS-FAB Services to:

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• collect, store and organise Client Data;

• modify and delete Client Data; and

• request customisation the standard features or functionality of the SAS-FAB Services.
   

3.2 Modifications to SAS-FAB Services
SAS-FAB reserves the right to modify the SAS-FAB Services or any part or element thereof from time to time. Whilst in the normal course of events prior written notice will be provided we reserve the right to make changes without prior notice where in our opinion not to do so may create a risk to the correct and accurate functioning or performance of the system, including, without limitation:

• rebranding, or repackaging or rehosting of the platform (including any adjustments to current Fees which will be applicable at the next Plan renewal date) the SAS-FAB Services at its sole discretion;

• ceasing providing or discontinuing the development of any particular SAS-FAB Service, Feature or part or element of the Platform, temporarily or permanently;

• taking such action as is necessary to preserve SAS-FAB’s rights upon any use of the SAS-FAB Services that may be reasonably interpreted as violation of SAS-FAB’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.

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As applicable, Client may be notified of such modifications when logging in to the Account.

 

If the Client does not accept a modification, Client shall notify SAS-FAB  and Client’s Account will terminate on the effective date of the modification. However, Client’s continued use of the SAS-FAB Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications. SAS-FAB shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the SAS-FAB Services, or any part or element thereof.

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3.3 Credentials
Client is responsible for maintaining the confidentiality of all Credentials and is solely responsible for all activities that occur with such Credentials. These Credentials must not be shared or used by multiple persons, but may be reassigned to a new User replacing a former User who has terminated employment (or otherwise changed job function) and who no longer uses SAS-FAB Services. SAS-FAB reserves the right to terminate any User’s Credentials that SAS-FAB reasonably determines may have been used by an unauthorised third party or in an unauthorised manner, as solely determined by SAS-FAB, and will provide immediate notice of such termination to Client. It is strongly recommended that as a matter of policy that the Client enforces the use of the Clients VPN and Multi Factor Authentication for all Users> SAS-FAB is however unable to enforce such a policy unless the Client has restested this under a custom configuration.

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Client must promptly notify SAS-FAB:

• of any actual or suspected, disclosure, loss or unauthorised use of any Credentials;

• of a User’s departure from the Client’s organisation;

• of a change in a User’s role in the Client’s organisation; or

• of any termination of a User’s right for any reason.

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3.4 Changing Plans
Client may upgrade or downgrade a current Plan at any time by selecting a new Plan among the collection of Plans determined by the SAS-FAB. In such an event, the Client’s credit card on file with the SAS-FAB will automatically be charged with a Fee for the next payment interval with the rate (mon stipulated in the new Plan. If the Client elects to upgrade their Plan, the unused portion of any prepaid Fees shall be applied to the Fee of the upgraded Plan. If, after the commencement of a Plan Term, Client elects to downgrade their Plan, this may cause the loss of Features, functionality, capacity of the Account, as well as the loss of Client Data. No refund of any prepaid or outstanding Fees will be provided to the Client for the price difference between Plans in the event the Client elects to downgrade after the commencement of a Plan Term.

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3.5 Administration of Client’s Account
Client acknowledges that it retains administrative control over to whom it grants access to Customer Data hosted in the SAS-FAB Services. Client may specify a User to be the billing owner and, depending on the Plan, one or more Users to be an Administrator to manage its account, and SAS-FAB is entitled to rely on communications from an Administrator when servicing Client’s Account. Client’s Administrator(s) may have the ability to access, monitor, use, and/or export Customer Data.

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3.6 Technical Support
SAS-FAB shall provide reasonable technical support to Client and its Users via the following options as outlined below, as soon as reasonably possible.

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SAS-FAB FAQ available in platform and training material available to all Users

Chat - available to all Users, via their SAS-FAB Platform

Phone - Users on Enterprise and Custom Plans can request a call back from support via the SAS-FAB Platform and ticketing system

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If you are having trouble logging you can contact us here or if you don’t have a SAS-FAB Account, you can reach out to us at support@SAS-FAB.com.

Notwithstanding the foregoing, for any SAS-FAB Services purchased from a Reseller, the first-line technical support will be provided by the Reseller and not by SAS-FAB.

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3.7 User Verification
Client understands and agrees that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account and/or User. In the event that the Client loses access to an Account or otherwise requests information about an Account, we reserve the right to request from the Client any verification we deem necessary before restoring access to or providing information about such Account.

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3.8 Features
SAS-FAB may, from time to time, make Features available through the SAS-FAB Services, and which may be subject to Supplemental Terms. The Client's use of any such Feature is subject to any applicable Supplemental Terms.

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3.9 Free Trial
We do not offer free trails.

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3.10 Beta Services
SAS-FAB may offer Clients certain Features for the purpose of testing and evaluation called Beta Services. SAS-FAB reserves the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services, with or without notice to the Client. The Client agrees that the SAS-FAB will not be liable to the Client or to any third party for any harm related to, arising out of the Client's use of the Beta Services, or caused by the modification, suspension or discontinuance of any of the Beta Services, for any reason. For AI Beta Services the SAS-FAB AI Beta Services Terms available here also apply.

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3.11 Non-SAS-FAB Applications
SAS-FAB or third parties may make available third-party non-SAS-FAB applications via Marketplace. If Client elects to procure a non-SAS-FAB application, the terms and conditions regarding its use or receipt of the non-SAS-FAB application are between Client and the provider of those non-SAS-FAB applications and any exchange of data between Client and such third party provider is solely between Client and the applicable provider. Any questions, concerns or disputes that arise based on Client’s use of non-SAS-FAB applications should be addressed with the provider of such non-SAS-FAB application and not with SAS-FAB. SAS-FAB does not warrant, or support non-SAS-FAB applications, whether or not they are designated by SAS-FAB as “certified” or otherwise. SAS-FAB is not responsible for any disclosure, modification or deletion of Client Data resulting from access by such non-SAS-FAB application or its provider.

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Integration with Non-SAS-FAB Applications. SAS-FAB Services may contain Features and functionality designed to interoperate with non-SAS-FAB applications. However, SAS-FAB cannot guarantee the continued availability of such Features, or functionality, and may cease providing them without notice and without entitling Client to any refund, credit, or other compensation, if for example and without limitation, the provider of a non-SAS-FAB application ceases to make the non-SAS-FAB application available for interoperation with the corresponding Features or functionality in a manner acceptable to SAS-FAB.
 

4. Restrictions 

4.1 Prohibited Activities
Client and its Users may use the SAS-FAB Services, and any part or element thereof, only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Client nor any User may:

• use the SAS-FAB Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;

• copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the SAS-FAB Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the SAS-FAB is not permitted by that applicable law to exclude or limit the foregoing rights;

• provide false, inaccurate or misleading information;

• act in a manner that is defamatory, trade libelous, threatening or harassing to SAS-FAB; or

• use the SAS-FAB Services or any part or element thereof unless it has agreed to be bound to these Terms.

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4.2 Uses Requiring SAS-FAB Consent
The Client or any User may not, without SAS-FAB’s prior express written consent:

• sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant access or make the SAS-FAB Services available, in whole or in part, to any third persons, unless such third person is a User of the same Client; or

• use the SAS-FAB Services, or any part or element thereof, in a scope, with means or for purposes other than those for which their functionality was intended.

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4.3 Trade Control Compliance
The Client, any User, Reseller, or agent (“Third Party”) hereby represents, warrants, covenants, and agrees that, with respect to the SAS-FAB Platform:

• Third Party has complied and shall comply with, and shall cause its directors, officers, employees, and agents to comply with the United States, European Union, and any other applicable foreign economic, trade, and financial sanctions laws and regulations, including economic and trade sanctions administered by the US Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the US Department of State (collectively, “Sanctions”), and US, EU and applicable foreign laws and regulations pertaining to export controls, including those administered by the US Departments of Commerce and State (collectively, “Trade Controls”).

• Third Party shall take no action, directly or indirectly, that would cause Green Swan Compliance Ltd or any of its Affiliates, or any of their respective officers, directors, employees, or representatives, to violate any Sanctions or Trade Controls.

• Neither the Third Party nor any of its officers or directors, employees, and any agents or other representatives acting on their behalf (i) has been or is designated on any Sanctions- or export-related list of restricted or blocked persons, including designation on OFAC’s List of Specially Designated Nationals and Blocked Persons or OFAC’s Sectoral Sanctions Identifications List, (ii) is located in, organized under the laws of, or resident in any country or territory that is itself the subject of any sanctions or embargoes by any governmental authority, including, but not limited to, Cuba, Iran, Syria, North Korea, Venezuela and the Donetsk, Luhansk, Zaporizhzhia, Kherson and Crimean Region of Ukraine, (iii) is or has been greater than 50% owned or controlled by any person or persons described in clause (i) or (ii) (collectively with (i) and (ii), a “Restricted Person”), or (iv) has or will provide the SAS-FAB Platform to any persons described in clauses (i)-(iii).

• Third Party will promptly notify SAS-FAB if Third Party or any personnel employed by or affiliated with Third Party: (i) commits any actual or potential breach of Sanctions or Trade Controls in relation to the SAS-FAB Platform, or (ii) becomes a Restricted Person.

• SAS-FAB, in its sole discretion, shall have the right to immediately terminate the access to, or use of the SAS-FAB Platform without notice or liability to Third Party, if Third Party, or any person employed by or affiliated with Third Party, takes any action in violation of the provisions described in this Section 4 or if Green Swan Compliance Ltd determines, in its sole discretion, that the Third Party’s continued use of the SAS-FAB Platform could violate Sanctions or Trade Controls.

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4.4 Take Down
Green Swan Compliance Ltd endeavours to comply with all relevant laws, and reserves the right to remove any Client Data from the Platform upon receipt of a compliant takedown notice, including any judicial or FCA regulatory orders, notices and requests.

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5. SAS-FAB’S Responsibilities

5.1. Provision of SAS-FAB Services
SAS-FAB will (a) make the SAS-FAB Services, Content and Client Data available to Client pursuant to these Terms, (b) provide support as outlined in Section 3.6 for the SAS-FAB Services to Client at no additional charge, (c) use commercially reasonable efforts to make the SAS-FAB Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which SAS-FAB shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond SAS-FAB’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, pandemic, strike or other labour problem, Internet service provider failure or delay or denial of service attack. SAS-FAB may use Sub-processors to perform the SAS-FAB Services. SAS-FAB will make commercially reasonable efforts to ensure that data transfers to Sub-processors meet requirements applicable to Clients’ processing of Client Data and will provide information on such data transfers in these Terms for Client’s consideration. For additional information regarding such transfers with Sub-processors, please see SAS-FAB’s Privacy Notice and current list of Sub-processors.

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5.2. Protection of Client Data
SAS-FAB will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data. Those safeguards will include, but will not be limited to, measures for preventing unauthorized access, use, modification or disclosure of Client Data. Additionally, SAS-FAB shall only access, use, modify or otherwise disclose of Client Data: (a) to provide the SAS-FAB Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.6 (Compelled Disclosure) below, (c) as Client or User expressly permits in writing.
 

6. Fees & Payment 

 

The use of the SAS-FAB Platform, which is not via a Free Trial, is subject to a Fee. Upon sign-up of an Account, Client must select a Plan. Different rates apply to different Plans. The applicable Fee is charged in advance on a monthly, or annual basis. Green Swan Compliance Ltd reserves the right to modify the Fees for any Plan, in its reasonable discretion, at any time after the commencement of the Plan Term, upon at least one month’s prior notice to Client, provided that any such modification will not take effect until the start of any Plan immediately following the Plan Term in which SAS-FAB provided Client with notice of the modification.

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Client authorises Green Swan Compliance Ltd to automatically charge Client the applicable Fees on or after the Renewal Date unless the Plan has been terminated or cancelled in accordance with these Terms. If a Client wishes to reduce change the plan, it must do so prior to the Renewal Date. Clients may cancel their Plan anytime as outlined below, however must do so prior to the Renewal Date in order to avoid billing of the next Plan Term’s Fees. If Client chooses to cancel its Plan during the Plan Term, Client may use the Service until the end of Client’s then-current Plan Term, but will not be issued a refund for the most recently (or any previously) charged Fees.

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All Fees are non-refundable. For purposes of clarity, there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, deactivated the Account or terminated these Terms during an ongoing payment interval, or where an Account is terminated or suspended by Green Swan Compliance Ltd in accordance with Section 13.

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All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein. Client is solely responsible for the payment of such taxes, levies or duties.

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In the event the Client does not pay all Fees due within 7 days of invoice date, Green Swan Compliance Ltd will suspend all access to the Client Account. Client will have 90 days to provide an authorised payment method to reactivate a subscription and their Account, otherwise SAS-FAB has the right to permanently delete the Account, including all Client Data therein.

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6.1 Payment Card Authorisation
SAS-FAB Inc. and its Affiliates may seek pre-authorisation of Client’s payment card account prior to its purchase of SAS-FAB Platform in order to verify that the payment card is valid and has the necessary funds or credit available to cover any purchase. Client agrees to approve such card pre-authorisation and to pay any amounts for a Plan described on the Web Site, and authorises Green Swan Compliance Ltd to charge all Fees to such card account. Client agrees to provide Green Swan Compliance Ltd updated information regarding its payment card account upon request and any time the information earlier provided is no longer valid.

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6.2 Direct Debit Payments
If Client agrees, Green Swan Compliance Ltd may elect that Client complete a bank debit mandate to enable bank debit payments. In such cases, SAS-FAB shall comply with all applicable national rules and regulations related to direct debit payments.

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6.3 Payment Service Providers
Green Swan Complinace Ltd uses GoCardless to process Client’s bank debit payments. More information on how GoCardless processes Client’s personal data and Client’s data protection rights, including Client’s right to object, is available at gocardless.com/legal/privacy/.

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6.4 Electronic Invoice
If Green Swan Compliance Ltd has not sought pre-authorisation of Client’s payment card, then before the end of each payment interval, Client will be issued an electronic invoice for payment of the Fee of the next payment interval. Client must pay the invoice by the due date indicated on the invoice.

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6.5 Late Payment Charges
Upon delay with any payments, Green Swan Compliance Ltd may require the Client to pay interest on the delay (penalty for late payment) for the period that such payment is overdue. The interest rate for late payment due shall be 1% per month or the maximum allowed by local law, whichever is higher. Green Swan Compliance Ltd may also make time and materials charges in accordance with the consulting services agreement to cover administration time spent as a result of late payment by the Client.

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6.6 Right to Offset
In addition to other rights and remedies Green Swan Compliance Ltd may if legally permitted to do so, offset any payment obligations to Client that it may incur under the Terms against any fees owed to SAS-FAB and not yet paid by Client under the Terms, or any other agreement between Client and Green Swan Compliance Ltd.

 

7. Client Data/Sensitive Information

7.1 Rights to Client Data
In connection with Client Data, Client affirms, represents, and warrants that: (i) Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorise SAS-FAB to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to its Client Data in a manner consistent with the intended Features of the SAS-FAB Services and these Terms, and to grant the rights and license set forth in these Terms, and (ii) Client Data, or SAS-FAB’s or any SAS-FAB’s licensee’s use of such Client Data pursuant to these Terms, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require the obtaining of a license from or paying any fees and/or royalties by SAS-FAB to any third party for the performance of any SAS-FAB Services which Client has chosen to be performed by SAS-FAB or for the exercise of any rights granted in these Terms, unless Client and SAS-FAB otherwise agree.

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7.2 Uploading Client Data to SAS-FAB Services
Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the SAS-FAB platform. If Client uploads Client Data to the SAS-FAB Platform, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or their respective owners (including Users, persons and organisations), whether posted and/or uploaded by Client or made available on or through the SAS-FAB Services. By uploading Client Data to the SAS-FAB Services, Client authorises SAS-FAB to process the Client Data. Client is responsible for ensuring that:

• Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Data which violates these Terms, the rights of SAS-FAB, other clients or users of SAS-FAB Services or persons or organizations;

• any Client Data is not harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful; and

• Client and all Users associated with the Account have the necessary rights to use the Client Data, including to insert it into the SAS-FAB Services and process it by means of the Account.

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7.3 No Liability of Client Data
Green Swan Compliance Ltd does not guarantee any accuracy with respect to any information contained in the SAS-FAB Platform any Client Data and recommends that Client carefully consider what it transmits, submits or posts to or through the SAS-FAB Platform and conducts appropriate independent checks and independent financial reconciliation of all records. Client understands that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that Client, and not Green Swan Compliance Ltd, is entirely responsible for all Client Data that is uploaded, posted, transmitted and calculated in or otherwise made available through the SAS-FAB Platform, by Client or its Users, as well as for any remedial actions taken by Client or Users as a result of such Client Data.

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7.4 Sensitive Information and Unlawful Client Data
Client will not use the SAS-FAB Store  (a) Sensitive Information or (b) Client Data that, in any manner, is prohibited by law or in violation of these Terms. Green Swan Compliance Ltd is not obliged to pre-screen, monitor or filter any Client Data, or its processing by the Client, in order to determine if it is Sensitive Information or unlawful in nature. However, if Green Swan Compliance Ltd, in its sole discretion, has reason to believe that Client is processing any unlawful Client Data or Sensitive Information, or the action of its processing is unlawful in nature, SAS-FAB has the right to:

a. notify the Client of such unlawful Client Data or Sensitive Information;

b. deny its use in the SAS-FAB Platform;

c. demand that the Client bring its use of the SAS-FAB Platform into compliance with these

Terms and applicable law;

d. temporarily or permanently remove or transfer the unlawful Client Data or Sensitive Information

from the SAS-FAB Platform, to an agreed sensitive Data repository, restrict access to it or delete it.

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If Green Swan Compliance Ltd is presented convincing evidence that the Client Data is not unlawful or materially Sensitive Information, Green Swan Compliance Ltd may, at its sole discretion, restore such Client Data or Sensitive Information, which was previously removed from the SAS-FAB Services, Account or access to which was restricted.

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SAS-FAB Platform is not designed to comply with industry-specific regulations relating to the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA). As such, Client may not use the SAS-FAB Platform where its communications would be subject to such laws. In addition, Client may not use SAS-FAB Platform in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

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For the avoidance of doubt the und user client balance information is not regarded as Sensitive Information under section 7.4 nor is the end users provision of a UK Payment account (sort code and account number) to which the funds may be returned. Such data may however be subject to SAS-FAB users role based restrictions and would be made available on a 'need to know' basis.

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The SAS-FAB platform is designed to interface with secure document repositories such as Box.com (or other as selected by the Client and these secure document repositories should be used for the storage of Sensitive Information.

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No Sensitive Information. CLIENT ACKNOWLEDGES THAT THE SAS-FAB SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY CLIENT AGREES NOT TO USE THE SAS-FAB PLATFORM TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. SAS-FAB PLATFORM WILL NOT HAVE, AND GREEN SWAN COMPLIANCE LTD  SPECIFICALLY DISCLAIMS, ANY LIABILITY THAT MAY RESULT FROM CLIENT’S USE OF THE SAS-FAB PLATFORM TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION.

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7.5 SAS-FAB Rights to Client Data
SAS-FAB may use Client Data in an aggregated or anonymised format for research, educational and other similar purposes. SAS-FAB may not otherwise use or publicly display Client Data without Client’s written consent and respects Client’s right to exclusive ownership of Client Data. Unless specifically permitted by Client and otherwise set forth herein, Client’s use of the SAS-FAB Services does not grant SAS-FAB the license to use, reproduce, adapt, modify, publish or distribute the Client Data created by Client or stored in Client’s Account for SAS-FAB’s commercial, marketing or any similar purpose. Client expressly grants SAS-FAB the right to use and analyze aggregate system activity data associated with use of the SAS-FAB Services by Client and its Users for the purposes of optimizing, improving or enhancing the way the SAS-FAB Services operate, and to create new Features and functionality in connection with the SAS-FAB Services in the sole discretion of SAS-FAB.

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7.6 Compelled Disclosures
Supplier may disclose a Client's confidential information to the extent compelled by law to do so. In such instance, Supplier will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If Supplier is compelled by law to disclose Client's confidential information as part of a civil proceeding to which Supplier is a party, and Client is not contesting the disclosure, Client will reimburse Supplier for its reasonable cost of compiling and providing secure access to that confidential information.
 

8. Privacy
SAS-FAB’s Privacy Notice is available at https://www.greenswancompliance.com/legal/privacy-policy

 

9. Intellectual Property Rights 

9.1 SAS-FAB’s Intellectual Property Rights
The SAS-FAB Services, Platform, SAS-FAB Materials, SAS-FAB trade names and trademarks, and any associated intellectual property thereof are, solely and exclusively, owned and operated by SAS-FAB, its Affiliates or its respective third party vendors and hosting partners. SAS-FAB Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Except as set forth in these Terms, Client’s use of the SAS-FAB Platform and SAS-FAB Materials, and any parts or elements, does not grant to Client any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the SAS-FAB Materials is strictly prohibited unless Client has received the express prior written permission from SAS-FAB or the otherwise applicable rights holder. Client may not use SAS-FAB trade names and trademarks in any manner that disparages SAS-FAB or its products or services or portrays SAS-FAB in a false, competitively adverse or poor light. SAS-FAB reserves all rights to the SAS-FAB Services, Platform, SAS-FAB Materials and SAS-FAB trade names and trademarks not expressly granted in the Terms.

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9.2 Content
Subject to these Terms and the payment of the applicable Fee, SAS-FAB grants Client and its Users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for its personal, non-commercial use. Client shall not remove copyright and proprietary notices that are contained in any part of the Content. Client expressly acknowledges that it does not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the SAS-FAB Services. Client shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as expressly permitted by SAS-FAB.

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9.3 Feedback
If a Client or a User provides SAS-FAB with any Feedback, SAS-FAB shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the SAS-FAB Platform.

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Client or User hereby grants SAS-FAB a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use Feedback for any purpose. SAS-FAB shall have the right to modify or remove any Feedback provided in the public areas of the Web Site which the SAS-FAB deems, at its sole discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful.
 

10. DISCLAIMERS; No Warranty 

UNLESS OTHERWISE EXPRESSLY STATED BY GREEN SWAN COMPLIANCE LTD, THE SAS-FAB PLATFORM, SAS-FAB MATERIAL, PLATFORM AND ANY CONTENT, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SAS-FAB PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, GREEN SWAN COMPLIANCE LTD AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.

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UNLESS OTHERWISE EXPRESSLY STATED BY GREEN SWAN COMPLIANCE LTD, GREEN SWAN COMPLIANCE LTD AND ITS AFFILIATES DO NOT WARRANT THAT THE SAS-FAB PLATFORM AND ANY CONTENT OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SAS-FAB PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SAS-FAB PLATFORM AND ANY CONTENT OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SAS-FAB PLATFORM OR THE PLATFORM THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

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UNLESS OTHERWISE EXPRESSLY STATED BY GREEN SWAN COMPLIANCE LTD, GREEN SWAN COMPLIANCE LTD AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE SAS-FAB PLATFORM, SAS-FAB MATERIALS OR ANY WEB SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

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IF THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS, SET FORTH IN THIS SECTION 10, MAY NOT APPLY TO SAS-FAB, AND CLIENT MAY HAVE ADDITIONAL RIGHTS AS SET FORTH IN LAW.

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11. Indemnification
Client agrees to defend, indemnify and hold harmless SAS-FAB and its Affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorneys’ fees, arising out of its use or misuse of the SAS-FAB Platform, SAS-FAB Materials, representations made to SAS-FAB, its Affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. SAS-FAB reserves the right, at its own expense, to assume the exclusive defence and control of any matter for which Client is required to indemnify SAS-FAB, and Client agrees to cooperate with such defence of these claims.
 

12. Limitation of Liability 

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12.1 No Liability
Green Swan Compliance Ltd shall not be liable to the Client or User for any consequences resulting from:

• any modifications in these Terms, modification of the SAS-FAB Platform, SAS-FAB Material, Account usage by Client or any part or element thereof, including, but not limited to, any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the SAS-FAB Platform or SAS-FAB Materials;

• deletion of, corruption of, or failure to store any Client Data;

• use of Client Data by the Client or any of the Users associated with the Account;

• upgrading or downgrading of a current Plan by Client;

• any disclosure, loss or unauthorised use of the login credentials of Client or any User due to Client’s failure to keep them confidential;

• Client’s use of the Account or the SAS-FAB Services by means of web browsers other than those accepted or supported by the SAS-FAB;

• the application of any remedies against the Client or Users by SAS-FAB; for example, if the Client or User has committed a crime or conducted a breach of applicable law by using the SAS-FAB Services or any part or element thereof;

• the differences between technologies and platforms used for access; for example, if certain Features, functions, parts or elements of the SAS-FAB Platform are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;

• SAS-FAB’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

• In addition, Green Swan Compliance Ltd and its Affiliates shall not be liable to the Client for any claim by any user, person, organization, or third persons against the Client arising out of the Client’s failure to:

• provide green Swan Compliance Ltd with accurate information about the Client, Users or Account;

• notify Green Swan Compliance Ltd of any reasons due to which a User does not have the right to use the Account on behalf of the Client;

• provide any SAS-FAB Platform or Features which it has agreed to provide to any person or organization (whether such failure arises as a result of SAS-FAB’s negligence, breach of these Terms or otherwise);

• ensure the lawfulness of the Client Data;

• obtain the necessary rights to use the Client Data; or

• abide by any of the restrictions described in these Terms.

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12.2 Limitation of Liability
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF GREEN SWAN COMPLIANCE LTD AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN RESPECT OF A SINGLE OCCURRENCE OR A SERIES OF OCCURRENCES, EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER FOR THE SPECIFIC SAS-FAB PLATFORM GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS FOR NEGLIGENCE, IN CONTRACT OR TORT, MISREPRESENTATION OR OTHERWISE, AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS SET FORTH IN SECTION 5 “FEES/PAYMENT”.

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12.3 Exclusion of Consequential and Related Damages
EXCEPT FOR CLIENT’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 11 “INDEMNIFICATION”, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
 

13. Termination/Suspension

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13.1 For Convenience
These Terms and/or Client’s access to the SAS-FAB Services may be terminated for convenience in the following situations;

• by the Client at any time by: (i) clicking the cancellation link on the Web Site, (ii) by revoking the billing agreement on its PayPal profile, if Client is paying for the SAS-FAB Platform with a PayPal account; 

• by Green Swan Compliance Ltd upon decision to end provision of any portion of the SAS-FAB Platform, any Feature and/or close any portion of the Platform;

• by Green Swan Compliance Ltd at any stage and for any reason, provided that the Green Swan Compliance Ltd will provide a pro rata refund of any unused Fees for the remainder of the Term; or

• immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.

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13.2 For Default
These Terms and/or Client’s access to the SAS-FAB Platform may be terminated for default upon written notice to the other party as indicated in Section 15.6 “Notice”:

• by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party;

• immediately by either party if the other party breaches its obligations, as applicable under Sections 4 “Restrictions”, 7 “Client Data/Sensitive Information”, 9 “Intellectual Property Rights” or 11 “Indemnification”; or

• by Green Swan Compliance Ltd with immediate effect if: (i) Client’s use of the SAS-FAB Platform is suspected, in Green Swan Compliance's sole discretion, of illegal activity, (ii) requests made by law enforcement, judicial order, the FCA or other government agencies for such termination, or (iii) if Client’s use of the SAS-FAB Platform endangers the property of others, the Web Site or the Platform.

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13.3 Effect of Termination
Upon termination of these Terms and/or Client’s access to the SAS-FAB Platform for any reason whatsoever:

• Green Swan Compliance Ltd shall offer to securely transfer a Maria database data dump and associated encryption keys to a nominated legal representivit of the Client deactivate and permanently delete the Account and all Client Data in the SAS-FAB Platform within 1 month of the effective date of termination of these Terms and/or Client’s access to the SAS-FAB Platform. If the Client has specifically requested for an earlier deletion of the Account and all Client Data, Green Swan Compliance Ltd shall fulfill such request within 1 month of its receipt of such request. Green Swan Compliance will be permitted to charge out of pocket expenses for the provision of a secure database dump, such costs not to exceed two months platform fees.

  • Client must:

  • stop using and prevent the further usage of the SAS-FAB Platform, including, without limitation, the Platform;

  • pay any amounts owed to SAS-FAB under these Terms; and

  • discharge any liability incurred by the Client under these Terms prior to the termination.

  • Except as otherwise set forth herein, in no event shall Client receive a refund of any Fees prepaid hereunder.

  • The following provisions shall survive the termination of these Terms: Sections 1, 2, 4, 6, 7-9, 11, 12, 14 and 15.

 

13.4 Suspension
Green Swan Compliance Ltd has the right to suspend access to all or any part of the SAS-FAB Platform or an Account, including removing Content, at any time, and for any period of time, for: (i) violation or suspected violation of these Terms, (ii) legal obligations (iii) bandwidth usage by Client or its Users of the SAS-FAB Service, any Features, or functionality to be significantly excessive in relation to other SAS-FAB Platform users, or to protect the integrity, operability, and security of the SAS-FABPlatform, effective immediately, with or without notice. Unless prohibited by law or legal process or to prevent imminent harm to the SAS-FAB Platform or any third party, Green Swan Compliance typically provides notice at the login page and/or in Platform notification or email on or before such suspension. Green Swan Compliance Ltd will, in its discretion and using good faith, tailor any suspension as needed to preserve the integrity, operability, and security of the SAS-FAB Platform. For any such suspension, Green Swan Compliance Ltd shall make the sole determination as to any credit or refund of prepaid Fees by the Client.
 

14. SAS-FAB Contracting Entity/Arbitration/Governing Law & Jurisdiction

 

14.1 Contracting Entity for the SAS-FAB Platform
The contracting entity with whom Client is contracting under these Terms is detailed below:

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Green Swan Compliance Ltd registered in in England and Wales, Company No 15345526. ICO registration ZB639252
Email: support@greenswancompliance.com
Address: 184 Shepherds Bush Road, London, England, W6 7NL
 

14.2 Arbitration/Governing Law and Jurisdiction
In the event of a dispute, controversy or claim arising out of or in relation to these Terms, including but not limited to the formation, validity, breach or termination thereof, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms and conditions set forth below. Notwithstanding the foregoing and subject to the terms and conditions set forth below, either party may seek injunctive relief with respect to any disputed matter to the extent possible under applicable law. Should an amicable settlement between parties not be possible, the dispute shall be finally solved by arbitration as designated herein subject to the terms and conditions set forth below. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) shall not be applied to these Terms. Any questions relating to these Terms which are not expressly or implicitly settled by the provisions contained in these Terms shall be governed by and construed in accordance with the following:

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For Clients domiciled in the United Kingdom; all disputes arising out of or in connection with the Terms, including any question regarding its existence, validity or termination, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “Arbitration Rules”) by one arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, appointed in accordance with the Arbitration Rules. The place of the arbitration shall be London, England. The language of the arbitration shall be English. The arbitration shall be commenced by a request for arbitration by either party, delivered to the other party. The request for arbitration shall set out the nature of the claim(s) and the relief requested. Except as otherwise specifically limited in these Terms, the arbitral tribunal shall have the power to grant any remedy or relief that it deems appropriate, whether provisional or final, including but not limited to conservatory relief and injunctive relief, and any such measures ordered by the arbitral tribunal shall, to the extent permitted by applicable law, be deemed to be a final award on the subject matter of the measures and shall be enforceable as such. Each party retains the right to apply to any court of competent jurisdiction for interim and/or conservatory measures, including pre-arbitral attachments or injunctions, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The existence and content of the arbitral proceedings and any rulings or awards shall be kept confidential by the parties and members of the arbitral tribunal except (i) to the extent that disclosure may be required of a party to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority, (ii) with the consent of all parties, (iii) where needed for the preparation or presentation of a claim or defense in this arbitration, (iv) where such information is already in the public domain other than as a result of a breach of this clause, or (v) by order of the arbitral tribunal upon application of a party. The arbitral tribunal may include in its award an allocation to any party of such costs and expenses, including lawyers’ fees, as the arbitral tribunal shall deem reasonable. Any award of the arbitral tribunal shall be final and binding on the parties. Enforcement of any award may be sought in any court of competent jurisdiction. For all purposes of these Terms, the parties consent to (a) exclusive jurisdiction and venue in England and (b) the laws of England as the governing law, without giving effect to any principles of conflicts of law.

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Use of the SAS-FAB Platform is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section. Notwithstanding the foregoing, Client and Green Swan Compliance Ltd agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either party’s right to (i) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (ii) seek injunctive relief in a court of law, or (iii) to file suit in a court of law to address intellectual property infringement claims.

 

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation​​​​​

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