Terms and conditions

Corp Docs – T&C’s


  • Activation Date” – the date specified on page one of the Deal Memo on which the Service is made available to the Subscriber other than during a Trial Period.
  • Agreement” – this agreement, the Deal Memo, the Availability Schedule and all schedules which may be annexed to this Agreement.
  • Availability Schedule” – the schedule of available documents that may be obtained from a Supplier, attached to this Agreement.
  • Business Day” – any weekday during the hours of 8.00 am to 7.00 pm, other than Saturday, on which banks are open for normal business in the U.K.
  • Charges” – the charges payable by the Subscriber under this Agreement.
  • Confidential Information” – all information, written, electronic or oral, relating to the business, operations, plans, services, facilities, processes, software, methodologies, technologies, intellectual property, research and development, clients and suppliers, partners, principals, employees, consultants and authorized agents of the disclosing party that is supplied by or on behalf of the disclosing party to the other party or otherwise acquired by the other party during the course of dealings between the parties or otherwise, including the terms of this Agreement.
  • Deal Memo” – the document accompanying this Agreement which specifies the Service(s) which the Subscriber has agreed to purchase.
  • Documents” – statutory documents obtained by Kaizen Docs from Suppliers as requested by the Subscriber pursuant to the terms of this Agreement.
  • Force Majeure” – an act of God including, but not limited to fire, flood, earthquake, windstorm or other natural disaster, an act of any sovereign including, but not limited to, war, invasion, act of foreign enemies, hostilities (whether war be declared or not), civil war, revolution, insurrection, military or usurped power or confiscation, nationalisation, requisition, destruction or damage to property by or under the order of any government or public or local authority or imposition of government, law, judgment, order or decree, sanction, embargo or similar action, blockade or labour dispute, including but not limited to, strike, lockout or boycott; any interruption or failure of utility services including, but not limited to, electric power, gas, water or telephone services; failure of any equipment, supply or software required by Kaizen Docs for transmission of the Service; breach of contract by any essential personnel; or any other matter or cause beyond the control of either party.
  • Intellectual Property Rights” – title, copyright and all other intellectual property rights (including design and “get up” and where applicable, rights in any databases).
  • Notice” – a notice in writing from one party to the other at the address given on page one of the Deal Memo or as otherwise notified by that party from time to time.
  • Order” – a written request, in a form agreed between the parties, for any Research or Documents requested by the Subscriber from time to time during the Term.
  • PayGo” – a pay as used Service invoiced on a monthly basis.
  • “Kaizen” – Kaizen Compliance Solutions Limited of W, London, and a party to this Agreement.
  • Pricing Schedule” – the schedule attached to the Deal memo showing Documents available by country and the amount charged for each document but subject to clause 7.6.
  • Research” – research undertaken by KAIZEN DOCS for the Subscriber as specified in an Order from time to time.
  • Service”- the services specified in the Deal Memo provided by KAIZEN DOCS to the Subscriber pursuant to the terms of this Agreement.
  • Supplier” – persons supplying Documents to KAIZEN DOCS at its request for the purpose of a Service to a Subscriber.
  • Supplier Schedule” –in respect of a Supplier, a schedule marked as such and containing any restrictions of use of Documents, imposed by the Supplier on KAIZEN DOCS and its customers (where applicable) and consequently by KAIZEN DOCS upon the Subscriber pursuant to the terms of this Agreement.
  • Subscriber” – the party whose name and address appears on page one of the Deal Memo and a party to this Agreement.
  • Term” – in respect of this Agreement, the period set out in clause 3.1.
  • Trial Period”/“Trial” – a trial period during which the Subscriber may evaluate the Service without charge, commencing from the Trial Period Activation Date and ending on the Trial Period Termination Date.
  • Trial Period Activation Date” – the date specified as such in the Deal Memo, on which the Service is made available to the Subscriber, unless otherwise agreed in writing by the parties.
  • Trial Period Termination Date” – the date specified as such on the Deal Memo.
  • Wallets or Upfront Payments” – Charges paid to KAIZEN DOCS in respect the Service in advance, as specified in the Deal Memo, against which amounts are “drawn down” in respect of the provision by KAIZEN DOCS of Documents and/or Research.


  • 2.1 On receiving an Order the parties shall agree the price for the Service and a delivery time. KAIZEN DOCS shall use reasonable endeavours to deliver the Service requested by the Subscriber in accordance with these parameters and shall keep the Subscriber fully informed of its progress.
  • 2.2 KAIZEN DOCS is not obliged to accept an Order but if it does not it shall inform the Subscriber of its decision within one Business Day of receiving an Order.
  • 2.3 In the event that KAIZEN DOCS does accept an Order it shall deliver the Services in a professional and timely manner.
  • 2.4 In the event that KAIZEN DOCS is unable to deliver the Service in accordance with the request and in a timely manner on any occasion there will be no Charges due by the Subscriber in respect of that Order. The parties agree that KAIZEN DOCS shall have no other liability whatsoever either to the Subscriber or to any third parties for failure to deliver the Service on any occasion.


  1. TERM
  • 3.1 This Agreement shall take effect on the earlier of the Trial Period Activation Date (subject to clause 6) or the Activation Date (as applicable) and, unless otherwise specified in this Agreement and subject to clause 10, shall continue:
    • 3.1.1 for the Trial Period in respect of any Trial; otherwise
    • 3.1.2 for successive periods of twelve months in duration (each a “Renewal Period”) until terminated by either party giving to the other not less than three months’ prior Notice, to exKaizen Docsre no earlier than the anniversary of the Activation Date or of any Renewal Period.


  • 4.1 The Subscriber agrees:
    • 4.1.1 only to use the Service during any Trial Period and the Term;
    • 4.1.2 not to use the Service in any way which might infringe the Intellectual Property Rights of KAIZEN DOCS or the Supplier(s);
    • 4.1.3 not to use the Service to develop or provide, directly or indirectly, a product or service that is competitive with the services provided by KAIZEN DOCS;
    • 4.1.4 not to use the Service for any unlawful or unauthorised purpose;
    • 4.1.5 save as permitted by law not to modify, decomKaizen Docsle or reverse engineer any software supplied by KAIZEN DOCS as part of the Service.
    • 4.1.6 not to breach the terms and conditions of the Suppliers as set out in the Supplier Schedules (if any), which are attached to, and form part of, this Agreement.
  • 4.2 When the Service is provided subject to any terms and conditions of the Suppliers, over which KAIZEN DOCS has no actual control (other than contractually, where applicable) KAIZEN DOCS shall not be liable to the Subscriber if a Service is discontinued or terminated by a Supplier at short notice for whatever reason. In that event a full refund will be made by KAIZEN DOCS in respect of any Order that is unfulfilled due to such actions by a Supplier.


  • 5.1 Unless Notice to cancel any Trial is given before the Trial Period Termination Date, the Service shall be deemed to be live as of the Activation Date and the Subscriber shall be responsible for all Charges contained herein with effect therefrom.


  • 6.1 Other than as set out at clause 6.4, the terms of this Agreement shall apply during the Trial Period.
  • 6.2 In return for the provision of the Service by KAIZEN DOCS, the Subscriber undertakes:
    • 6.2.1 to use the Service only for the purpose of internal evaluation;
    • 6.2.2 to inform KAIZEN DOCS promptly of any errors or failures in the Service or of any difficulties experienced in the use of the Service and to provide KAIZEN DOCS with any information and assistance reasonably requested by KAIZEN DOCS to enable KAIZEN DOCS to correct the same.
  • 6.3 On termination of Trial Period and if the Subscriber chooses not to take up the Service, the Subscriber shall comply with the provisions of clause 10.5.
  • 6.4 During the Trial Period, clause 7 shall not apply to this Agreement, unless specified otherwise in the Deal Memo.


  • 7.1 The Charges are specified in the Deal Memo. All charges are exclusive of VAT or federal and state taxes (as applicable).
  • 7.2 Other than PayGo, the Charges shall be payable annually in advance, with effect from the Activation Date, unless specified differently in the Deal Memo.
  • 7.3 The Subscriber may draw down from Wallets or Upfront Payments for either;
    • 7.3.1 The Trial Period; or
    • 7.3.2 If there is no Trial Period, for the period of 12 months from the Activation Date.
  • 7.4 Following the exKaizen Docsry of either of the periods in clause 7.3.1 or 7.3.2 any unused Wallets or Upfront Payments will not be refunded to the Subscriber or be eligible for use in respect of other KAIZEN DOCS products or services.
  • 7.5 For PayGo, the Charges shall be payable with effect from the Activation Date and in accordance with page one of the Deal Memo and as listed in the pricing schedule.
  • 7.6 The Charges for Documents provided on a PAYGO or Wallets or Upfront Payments basis is based on the Pricing Schedule. A copy of the Pricing Schedule at the date of this Agreement is attached to the Deal Memo. However, the Pricing Schedule, is subject to revision necessitated by both changes in coverage and 3rd party costs charged to KAIZEN DOCS. The Charges applied, therefore, will be based on the Pricing Schedule current at the time that the Subscriber places an order with KAIZEN DOCS.
  • 7.7 For PayGo, the Charges shall be invoiced monthly based on usage and shall be payable within 30 days of the invoice issue date.
  • 7.8 The Subscriber agrees to pay KAIZEN DOCS’s valid invoices, which shall fall due within 30 days of receipt. The Subscriber agrees to pay interest on any late payments in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) (to be compounded daily) from the due date of payment until judgment or sooner payment. If any amount is disputed, the undisputed balance shall be paid in accordance with this clause pending resolution of such dispute.


  • 8.1 To the extent that KAIZEN DOCS shall provide any Information itself as part of the Service, it shall either own all Intellectual Property Rights in such Information, have obtained a licence to do so or shall have lawfully acquired the same.
  • 8.2 Nothing contained herein shall be construed so as to transfer any such rights to the Subscriber and the Subscriber accepts and acknowledges that it shall not acquire any Intellectual Property Rights or right, title or interest whatsoever in any elements of the Service, except the right to use the Service during the Trial Period (if applicable) and the Term.
  • 8.3 The Subscriber acknowledges that the Availability Schedule and all elements of the Service, regardless of form or format, are proprietary to KAIZEN DOCS and are: (a) works of original authorship, including comKaizen Docsled information containing KAIZEN DOCS’s selection, arrangement, coordination and expression of such information or pre-existing material it has created, gathered, or assembled and (b) created, developed and maintained by KAIZEN DOCS at great expense of time and money such that misappropriation or unauthorised use by others for commercial gain would unfairly and irreparably harm KAIZEN DOCS.
  • 8.4 Save where otherwise indicated, all trade marks included within the Service, including the mark “Kaizen Compliance Solutions” are the property of KAIZEN DOCS. KAIZEN DOCS reserves all rights in its trademarks and the Subscriber shall not use any name or trade mark or any other corporate name or trade mark of KAIZEN DOCS without their prior written consent.


  • 9.1 KAIZEN DOCS warrants that its rights to provide the Service and the related Documents and related software is free and unencumbered and that KAIZEN DOCS has the right, power and authority to enter into this Agreement upon the terms and conditions of this Agreement.
  • 9.2 Furthermore KAIZEN DOCS warrants that the Service and related software together with any media or website through which it is delivered to the Subscriber do not and will not contain or include any (i) code or program which could cause, directly or indirectly, in whole or in part, any material corruption, deterioration, alteration or other adverse change to other software or hardware of the Subscriber or cause damage or loss of computer files or other programs, disrupt the use of any part of a computer system or otherwise cause or result in other loss, damage or liability to the Subscriber, or (ii) any program routine, device, or other undisclosed feature, including, without limitation, a time bomb, software lock, drop-dead device, malicious logic, worm, Trojan horse, error, defect or trap door, that is capable of deleting, disabling, deactivating, interfering with, or otherwise harming or providing unauthorized access to the Service, third party databases or the Subscriber’s hardware, data, or computer programs or codes.
  • 9.3 Neither party excludes or limits liability caused by its own negligence for death, personal injury or fraudulent misrepresentation, which might occur during the performance of its obligations under this Agreement.
  • 9.4 Subject to the other provisions of this clause 9 the aggregate liability of each party regardless of the cause of the loss, damage or injury and the nature of the legal right claimed to have been violated, shall be limited to the lesser of £50,000 and the aggregate total of the Charges paid by the Subscriber under this Agreement during the twelve month period immediately preceding the claim (or first claim, if more than one). Neither party shall sue the other for a greater amount.
  • 9.7 The Subscriber acknowledges that: (a) the Service does not constitute investment advice or an offer to sell or the solicitation of an offer to buy any security of any enterprise in any jurisdiction; (b) certain documents contained in the Service may relate to securities which have not been and will not be registered under the United States Securities Act of 1933, as amended, and according to the rules, regulations and laws of the United States, may not be offered, sold or delivered within the United States (or any state thereof) or to, or for the account or benefit of, United States persons; (c) certain documents contained in the Information may contain legends or other restrictions limiting the persons who, or the circumstances under which certain persons may, participate in an offering; and (d) the availability of the Service does not alter or change in any way the nature of or affect any such restriction.


  • 10.1 Either party may terminate this Agreement forthwith by Notice in one or more of the following events:-
    • 10.1.1 if the other is in material breach, and in the case of a breach capable of remedy, fails to remedy such breach within thirty days of receipt of a Notice specifying the breach and requiring its remedy;
    • 10.1.2 if the other makes an arrangement with or assignment in favour of its creditors or goes into liquidation (other than a voluntary liquidation for the purposes of amalgamation or reconstruction) or has a receiver or administrator appointed over its property or assets or any part thereof or ceases (or threatens to cease) trading.
  • 10.2 Subject to clause 4.2, KAIZEN DOCS shall be entitled to terminate any Service forthwith upon Notice to the Subscriber if a Supplier gives Notice of cessation or termination of its own service.
  • 10.3 Termination of this Agreement for any reason shall not affect the rights or liabilities of either party, which may have accrued up to the date of termination.
  • 10.4 On termination or exKaizen Docsry of this Agreement, the Subscriber shall:
    • 10.4.1 expunge from its equipment all information obtained or derived from the Service;
    • 10.4.2 certify in writing to KAIZEN DOCS that it has done so; and
    • 10.4.3 cease using the Service forthwith.


  • 11.1 Neither party shall be deemed to be in breach of this Agreement, or have any liability to the other, to the extent that it is prevented from carrying out its obligations under this Agreement due to an event of Force Majeure.
  • 11.2 For the avoidance of doubt, an event of Force Majeure shall not apply to relieve the Subscriber of any obligation to make payment, or of liability for non-payment.
  • 11.3 If an event of Force Majeure continues for a period of sixty days or more, the party not directly affected shall be entitled, subject to clause 11.2, without liability for compensation or damages, to terminate this Agreement forthwith upon Notice.


  • 12.1 This Agreement is personal to the Subscriber and the Subscriber shall not assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of KAIZEN DOCS.
  • 12.2 KAIZEN DOCS may assign its rights and obligations under this Agreement (in whole but not in part) to any company controlled by, controlling or in common control with it.
  • 12.3 KAIZEN DOCS may subcontract any of its obligations or responsibilities under this Agreement to a third party.


  • 13.1 Neither party shall disclose to any person or use for an unauthorised purpose any Confidential Information disclosed by or obtained from the other party, except as set out in this clause 13.
  • 13.2 Each party shall use the other’s Confidential Information only for the purposes of the particular business objective or Order pursuant to which a given item of Confidential Information was disclosed. Upon the completion of the business objective or satisfaction of an Order pursuant to which a given item of Confidential Information was disclosed, or upon the demand of the disclosing party, an authorized officer of the reciKaizen Docsent shall promptly, at the election of the disclosing party, either return to the disclosing party or destroy (including permanently deleting such Confidential Information from all computer records) all Confidential Information in the reciKaizen Docsent’s possession or control relating to such business objective or Order, and shall certify to the disclosing party as to such return or destruction.
  • 13.3 Neither party may disclose the other’s Confidential Information to third persons without the disclosing party’s prior written consent, provided that each party may disclose the other’s Confidential Information to its employees and authorized agents, subcontractors, partners, principals and consultants on a need-to-know basis. Each party shall be responsible for ensuring that any of its employees, authorized agents, subcontractors, partners, principals and consultants who receive Confidential Information comply with the foregoing obligations.
  • 13.4 The reciKaizen Docsent of Confidential Information shall exercise the same degree of care with respect to the disclosing party’s Confidential Information as the reciKaizen Docsent normally takes to safeguard and preserve its own proprietary information, provided that in no event shall the degree of care be less than a reasonable degree of care. Upon discovery of any prohibited use or disclosure, the reciKaizen Docsent of Confidential Information shall immediately notify the disclosing party in writing and shall make its best efforts to prevent any further prohibited use or disclosure; however, such remedial actions shall in no manner relieve the reciKaizen Docsent’s obligations or liabilities for breach hereunder.
  • 13.5 In addition to the requirements of clauses 13.1 to 13.4 , KAIZEN DOCS also agrees to provide the additional protections set forth below for any Personal Information obtained from the Subscriber in connection with the provision of Services under this Agreement. Personal Information means any individually identifiable information about the Subscriber customers, clients, employees, partners, principals or other individuals about whom KAIZEN DOCS receives identifiable information in connection with the provision of Services to be provided under this Agreement. Personal Information is included within the definition of Confidential Information but also shall be subject to the additional protections set forth in clauses 13.6 to 13.9.
  • 13.6 KAIZEN DOCS agrees that it will use and disclose Personal Information only in connection with the Service to be provided under this Agreement, or as required by law. No other use or disclosure of this information is permitted without the express written consent of the Subscriber.
  • 13.7 The provisions of clause 13.10 (other than sub clause 13.10.5) shall not apply to Personal Information.
  • 13.8 In the event that KAIZEN DOCS receives a request from a third party to access any Personal Information in KAIZEN DOCS’s possession, KAIZEN DOCS will promptly forward a copy of such request to the Subscriber. Upon the Subscriber’s request, KAIZEN DOCS will make Personal Information in its possession available to the Subscriber or any third party designated in writing by the Subscriber, and will correct Personal Information in KAIZEN DOCS’s possession in accordance with the Subscriber’s written instructions.
  • 13.9 KAIZEN DOCS will report to the Subscriber any privacy or security Incident of which it becomes aware as soon as practicable. A privacy or security “Incident” is an unauthorized access, use, disclosure, modification or destruction of information or interference with any Personal Information or Confidential Information. KAIZEN DOCS shall cooperate as reasonably requested by the Subscriber, in order to further investigate and resolve the Incident.
  • 13.10 Other than as specified at clause 13.7 this clause 13 shall not restrict disclosure or use of Confidential Information that
    • 13.10.1 was, at the time of receipt, otherwise known to the reciKaizen Docsent without restrictions as to use or disclosure;
    • 13.10.2 was in the public domain at the time of disclosure or thereafter enters into the public domain through no breach of this Agreement by the reciKaizen Docsent;
    • 13.10.3 becomes known to the reciKaizen Docsent from a source other than the disclosing party, which source has no duty of confidentiality with respect to the information
    • 13.10.4 is independently developed by the reciKaizen Docsent without reliance on or access to any of the disclosing party’s Confidential Information;
    • 13.10.5 is required to be disclosed by a regulatory body or court of law with competent jurisdiction over the reciKaizen Docsent, provided that the reciKaizen Docsent will first have provided the disclosing party with prompt written notice of such required disclosure and will take reasonable steps to allow the disclosing party to seek a protective order with respect to the Confidential Information required to be disclosed. The reciKaizen Docsent will promptly cooperate with and assist the disclosing party, at the disclosing party’s expense, in connection with obtaining such protective order.


  • 14.1 A Notice relating to this agreement will be validly given only if it is in writing and delivered personally or by courier, sent by first class post (or air mail if overseas), recorded delivery or fax, to the intended reciKaizen Docsent at the address or fax number given in the Deal Memo or such other address or fax number as the party in question may specify by prior Notice from time to time. A Notice shall not be valid if sent by email.
  • 14.2 In the absence of evidence of earlier receipt, a Notice shall be deemed given:
    • 14.2.1 if delivered personally or by courier, when left at the relevant address;
    • 14.2.2 if sent by post other than airmail, two Business Days after posting it;
    • 14.2.3 if sent by air mail, five Business Days after posting it; and
    • 14.2.4 if sent by fax, on completion of transmission, provided a successful transmission report shall be produced by the transmitting party and a written copy is posted the following working day.
  • 14.3 Each party shall as soon as reasonably practicable give Notice of any change in its address.


  • 15.1 Neither party shall use the name, trade marks, service marks, logos, domain names, or any other identifiers of the other in any way without prior written approval of the lawful owner of such identifier in each instance.
  • 15.2 Neither party shall make any public announcement about the other in connection with this Agreement, without the consent of that party.


  • 16.1 Clause headings are inserted for convenience of reference only and shall have no effect in the construction of this Agreement.
  • 16.2 If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, that part shall be deemed not to form part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected.
  • 16.3 No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other breach of the same or other provision of this Agreement and no waiver shall be effective unless made in writing.
  • 16.4 Notwithstanding termination of this Agreement for whatever reason, clauses 7 (Charges), 8 (Intellectual Property Rights), 9 (Warranties and Limitation of Liability) and 13 (Confidentiality) shall continue in full force and effect.
  • 16.5 This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties hereto hereby agree to submit to the non-exclusive jurisdiction of the English courts.


  • 17.1 This Agreement constitutes the entire agreement and understanding of the parties and supersedes any prior agreement or understanding between them relating to its subject matter. The Subscriber shall also be bound by any terms named as such in the Supplier Schedule(s), as required by the applicable Supplier.
  • 17.2 In the event of conflict between a clause in this Agreement, the Deal Memo and any document incorporated by reference into this Agreement (including the Supplier Schedules), then the document higher in the order of precedence listed below will prevail in relation to such conflict:
    • 17.2.1 the Deal Memo;
    • 17.2.2 the clause;
    • 17.2.3 any document incorporated by reference.
  • 17.3 Each party acknowledges that in entering into this Agreement it does not rely on any representation or warranty except as expressly set out in this Agreement.
  • 17.4 No variation of this Agreement shall be valid unless agreed in writing by the parties.
  • 17.5 The Subscriber hereby acknowledges that KAIZEN DOCS shall have no liability whatsoever to the Subscriber in respect of the performance or non-performance of any Supplier(s) or in respect of any aspect of the Information pertaining to such Supplier.