Terms & Conditions

1. What this agreement is about

i. This agreement describes how the Client may use the “Annaizu compliance platform (ACP)”.
ii. In this agreement, “ACP” refers to the online ACP that clients of “I Telenet Engineering Solution Ltd (Provider)” can use to assist themselves in meeting Home Office Sponsorship Compliance requirements.
iii. “Services” refers to the provision of the Provider's website and other digital services, associated software, and other services provided by the Provider in accordance with these Terms of Use, together with the characteristics and features as described at Sponsorship Compliance Management Platform - Annaizu Compliance from time to time The Client understands and agrees that it cannot use a Service unless it is licensed by the Provider to use and has paid the applicable fee to use ACP.
iv. “Delegated” Clients are not a party to the agreement but are provided with access with the Client's consent; such access can only be provided to enhance the performance of the Services and reasonable enjoyment of the Client for the purpose of the lawful, legitimate use of the software and the facilitation of the Services. Clients shall not permit access to Delegated Clients outside the Provider's group. The Provider can withdraw access to any Delegated Clients at any time should the use of delegation not align with the purpose of the agreement.
v. The Provider may change the terms and conditions of this agreement, and its privacy policy, at any time. The Provider will make reasonable efforts to communicate any changes to the Client via a notification in ACP or by sending an email to the Client, but it is up to the Client to ensure that it regularly checks, reads, understands and agrees to the most recent version of this agreement, and the Provider's privacy policy, as it will be deemed to accept all changes if the Client continues to access and use ACP.
vi. Annaizu Compliance Platform team is not responsible for assisting clients with their UK immigration services, ensuring a seamless and efficient process for their immigration needs.
vii. Clients are required to clear any outstanding fees for services rendered within the last 30 days from the date of the invoice. Failure to settle outstanding balances within this period may result in service suspension until payment is received.

2. Who is this agreement between

This agreement is between:

i. “The Client”- the person or organisation authorised to use ACP. “The Provider”- I Telenet Engineering Solution Ltd, company registration number 08425646, Vat number 442065714 and whose registered office is situated at 7 Bell Yard, London, England, WC2A 2JR, United Kingdom.

By entering into this agreement, the client and the Provider agree to be bound by its terms.

3. How the Client accepts this agreement, and when this agreement starts

i. The Client accepts the terms and conditions of this agreement when they log into the system.
ii. This agreement will continue until terminated in accordance with clause 16 below.
iii. If the Client is not willing to accept these terms and conditions and therefore decides not to enter into this agreement, it should contact the Provider and is not permitted to use ACP or any of the Services.

4. ACP

4.1 The Client's rights to use ACP, its obligations and “cooling off”;

i. If the Client accepts this agreement and pays the relevant fees, then the Provider gives the Client the right to use ACP in the way described in this agreement and in accordance with any service announcements, administrative messages, sales support literature, and other information from the Provider. The Client must not use ACP in any other way.
ii. The Client shall only use ACP for the internal business need of being compliant with the UK Government's UKVI Sponsorship requirements and shall input its own employee data information in order to assist it in managing that information. It is also authorised to allow its own employees, or Delegated Clients, to input their own information.
iii. ACP enables the Client to submit content which is then stored in a document library. Such content will, generally, comprise employee data information and will include such matters as their forename, surname, contact details, employment information, personnel files, gender, date of birth, payroll data and financial details, including bank account details, recruitment data and educational details, start date and job title.
iv. The Client retains ownership of any Intellectual Property Rights that it holds in that content. However, access to this information depends on the Client complying with these terms and conditions and ensuring that the applicable fee has been paid in full. The Provider will use all reasonable endeavours to implement technical and appropriate security measures to protect the information from loss or damage.
v. The Client cannot transfer its rights under this agreement to use ACP to any other person or organisation.
vi. The Client must comply with all applicable laws in respect of its use of ACP, and the Client must also ensure that the content of any data, however, inputted into ACP, does not, and will not, result in any injury, damage or harm to the Provider or any third party (including, without limitation, defamation or breach of confidentiality). Such content must not contain anything which is unlawful, obscene, indecent or immoral or which promotes or condones any illegal or unlawful activities. It is also a condition of use that the Client does not upload content (for example, music or videos) for which it does not hold the copyright.
vii. The Client acknowledges that ACP by itself cannot ensure compliance with UKVI sponsorship requirements and is just an enabler to assist the client to be compliant with UKVI Sponsorship requirements setout by Home Office.
viii. The Client may purchase or subscribe to third-party complimentary products or software services that integrate or work with ACP (“Additional Services”). It is The Client's responsibility to decide whether or not to access and use the Additional Services, and if the Client chooses to do so, it must agree to the separate applicable terms and conditions presented to it by the Provider, or the third party, for those Additional Services. If the Client utilises Additional Services, the Client may permit access, via delegation, to individuals for the purpose of lawful, legitimate use of the Services and software. If there is a conflict between any of the terms of this agreement and the Additional Services terms, then the Additional Services terms will prevail in relation to the Client's use of the Additional Services. The Provider is not responsible for any issue with any third-party technology, authorised delegation, information and/or services and will not be liable for those issues. The Provider may withdraw access to such third-party technology, delegation, information or services via ACP at any time and without notifying the Client.



4.2 Setting up a ACP account on the basis of a fixed-term contract;

i. The Provider will give the Client its sign-in details to enable it to use ACP (the “sign-in information”) as soon as the Client has registered with the Provider and has accepted these terms and conditions of use.
ii. Following registration, the Provider will provide access to ACP until either the Client or the Provider end this agreement either in one of the ways set out in clause 18 or by virtue of the operation of the terms of the contract signed by the Provider and the Client. If at any time the Provider charges the Client an incorrect fee, then the Provider reserves the right to rectify its invoice and claim the correct payment from the Client, which the Client agrees to pay.

5. Use of ACP;

i. The Client is solely responsible for obtaining and maintaining its internet and network connections and any associated connectivity problems are its own responsibility.
ii. The Provider will take reasonable steps to make sure that ACP are free from viruses but it cannot guarantee this. The Provider recommends that the Client operates with its own virus-protection software as the Provider cannot be held responsible for any loss or damage caused by any viruses or other harmful technology that may infect the Client's computer systems, data or other material owned by it.
iii. The Provider cannot guarantee that ACP will be compatible with the Client's web browser or computer set-up or that the Client's access to ACP will be uninterrupted or error-free (as this may, on occasions be beyond the Provider's control).
iv. The Client is responsible for controlling access to its own ACP account. The Client should not allow anyone else to use its sign-in information, and the Client should also change its password at regular intervals.
v. From time to time, the Provider may temporarily suspend access to ACP for maintenance, repairs or other reasons. The Provider will try to do this outside normal business hours and provide the Client with notice in advance, but this might not always be possible.

Legal

6. Fees for those Clients who pay on a fixed-term contract;

i. Fees for using ACP are set out in the terms & conditions, signed when the Client agrees to purchase the Services or accepted by the Client at the point of purchase.

7. What happens if The Client is in Default?

i. If, at any time, the Client is in breach of any term of this agreement, or if the Provider does not receive payment from it for the use of ACP (including, without limitation, any of the Services it has subscribed to receive), then without prejudice to any other right or remedy which the Provider may have, the Provider is entitled to suspend or limit the Client's use and any employees' self - service use of ACP (including all Services). The Provider may, at its sole discretion, offer the Client a grace period during the defaulted payment period and has the right to suspend the service at the end of this period if payment has not been made. The Provider will notify the Client of any payment-related defaults.
ii. Any suspension of the Client's use of ACP shall continue until such time that the breach in question has been remedied to the Provider's reasonable satisfaction and/or the Provider has received payment from the Client in full. Any failure by the Client to remedy a breach of this agreement, or to pay any amount due to the Provider, shall (without prejudice to any other right or remedy which the Provider may have) entitle it to terminate this agreement in accordance with clause 16 below. The Provider will notify the Client by email of any intention to terminate the agreement.
iii. The Client shall indemnify and hold harmless the Provider from and against all Claims and Losses arising from (a) a breach of any part of this Agreement which results in loss, damage, liability, injury to the Provider and/or its employees, consultants, or other representatives and third parties, (b) infringement of third party Intellectual Property Rights or third party losses by reason or arising out of the Client's access and use of ACP outside of that expressly permitted by this Agreement, or (c) any information or other materials supplied to the Provider by the Client within or outside the scope of this Agreement. “Claims” shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise) and “Losses” shall mean all losses, including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.

8. Restrictions on The Client's use of ACP;

i. The Client must not introduce viruses or harmful technology to ACP.
ii. The Client must not access any ACP and Services when they have not paid the applicable fee to do so. If the Client engages in such unauthorised usage, the Provider is entitled to charge the Client a fee at the appropriate rate of the ACP and/or Services in force at the time. If the Client does not pay the additional charges, the Provider has the right to suspend all the Client's services until the breach has been remedied to the Provider's reasonable satisfaction.
iii. The Client must not try to affect the availability of ACP to other registered Clients.
iv. Except as expressly permitted in this agreement, the Client must not give anyone else any right (of any kind) to use or benefit from ACP in any way or provide ACP to others unless others are entitled to use ACP within the Client's business and are added to ACP as a Client of the Service. The Client can provide delegated access to group companies of the Provider, or as they deem necessary, from 1st August 2023. The Client is responsible, without limitation, for the actions of the authorised Clients and will use all endeavours to ensure those with authorised access comply with the terms and conditions. The Client will indemnify the Provider against any and all claims or loss arising from delegated access, with the exception of when it's delegated to a Group employee.
v. The Client must not use ACP to develop its own software. Specifically, the Client must not use or copy all or any part of ACP's 'graphical Client interface', 'operating logic' or 'database structure' for it to be used as part of, or to develop, any software or other product or technology.
vi. The Client must not make any use of the Services which damages or is likely to damage the Provider's business or reputation, the availability or integrity of ACP, or which causes or threatens to cause the Provider to incur any legal, tax or regulatory liability.

9. Support;

i. The Provider will provide support by Email: info@annaizu.com and Telephone: +44 203 9502894 during working hours Monday to Friday between the hours of 9am and 5pm GMT. Where possible, the Provider shall assist the client with assistance beyond these hours of operations.
ii. The Provider reserves the right to change how it provides support to the Client (and if any applicable charges will become payable) by posting a notification on ACP or emailing the Client with details of the changes. The Provider will aim to give the Client as much advance notice as possible of these changes.
iii. The Provider will not, at any time, however, give the Client technical support or other assistance for any hardware, third-party software or other equipment problems to use ACP.

10. Intellectual Property Rights;

i. Although the Client has the right to use ACP as described in clause 4, the Client, Client's Employees and any Delegated Clients will not own any of the Intellectual Property Rights in ACP. The Provider (or the third party from whom the Provider obtains the rights if the Provider is not the owner) will continue to own the Intellectual Property Rights in ACP, including any software the Provider provides to replace all or part of ACP. The only rights the Client will have to ACP are as set out in this agreement.
ii. The Provider (or its licensors) owns the rights to ACP and any related logos or images. By allowing the Client to use ACP, the Provider does not give the Client ownership of any of those rights, logos or images.
iii. The Client undertakes not to use the Provider's name or brand in any promotion or marketing, or announcement without its prior written consent.

11. Obligations on The Provider;

(a) Whilst the Provider aims to provide uninterrupted use of ACP, this cannot be guaranteed. The Provider will not be responsible for any failure to perform its obligations under this agreement in the event that it is prevented from providing a continuous service due to circumstances beyond its control. Wherever possible, the Provider will provide an advance warning notification on ACP or by email of any known or planned interruptions, and the Provider will use its best endeavours to keep any interruption as short as possible.

(b) The Provider gives no warranties to the Client in respect of the following matters:

i. That ACP will meet the Client's own needs;
ii. That the Client will be able to use ACP in any particular way;
iii. That the Client will get particular outputs from ACP;
iv. That the standard of the results the Client derives from using ACP will meet a particular standard; or
v. that, where the Client uses the Provider's technical support services, the Provider will be able to correct or remedy the Client's particular problem

(c) The Client cannot rely on any statement or representation made by any party prior to the registration of the Client as a Client of ACP.

(d) The Provider agrees that it will use its reasonable skill and care to provide the Services to the Client under this agreement.

12. Providers Responsibilities

(a) The Provider's liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with this agreement will (if applicable) be limited to an amount equal to the total of all fees paid or payable by the Client for its use of ACP in the 1-month period in which the claim arose.

(b) The Provider will not be responsible, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, and restitution or otherwise, for any of the following in consequence of its use of the provider's software products (even if the Provider knew or should have known there was a possibility that the Client could suffer or incur such loss or damage):

i. Loss of profit;
ii. Loss of business or revenue;
iii. Depletion of goodwill or similar losses;
iv. Loss of use or loss of or damage to data/information inputted by the Client into ACP;
v. Any interruption to the Client's business or damage to information, however that interruption or damage is caused;
vi. Any loss or damage which the Provider could not have reasonably foreseen at the time the Client engaged the Provider including, without limitation, any special, indirect or consequential loss or damage.

(c) Nothing in this agreement will exclude or limit the liability of either the Client or the Provider in respect of:

i. Fraud
ii. Death of or personal injury to any person as a result of negligence
iii. Any other matter which cannot be excluded or limited under applicable law, including the European Union or a member state of the European Union.
iv. Any infringement of the General Data Protection Regulation 2016/679 (GDPR)

13. Force Majeure;

Neither party shall be liable for any default except for any obligations to make payments owed under the agreement arising due to an act of God, war, or any industrial action, including strike and lockout, fire, flood, drought, tempest or other natural disaster, or any other event beyond either party's reasonable control.

14. Termination;

(a) Termination generally;

i. If either the Client or the Provider discovers that there has been a breach of the terms of this agreement by then, it can:-
a. Require the party in breach by notice in writing to rectify it within 30 days of the date of service of such notice.
b. If the breach is not rectified within that period, terminate this agreement by giving written notice that this agreement will terminate forthwith.
ii. Monthly Termination: Client who wish to terminate their monthly subscription shall be required to provide a 30 days notice.
iii. Annual Termination: Client who wish to terminate their annual subscription shall be required to provide a 30 days notice.
iv. If either party shall;
i. become insolvent or bankrupt or
ii. have a receiving order or administration order made against it or compound with its creditors, or
iii. being a corporation commences being wound up (not being a member's voluntary winding up for the purposes of reconstruction or amalgamation), or
iv. carries on its business under an administrator or administrative receiver for the benefit of its creditors or any of them, then the other party shall have the right forthwith by notice in writing to that party or to the administrator, administrative receiver or the liquidator or to any person in whom this agreement shall have become vested to terminate this agreement, to terminate this agreement.
v. No matter how this agreement ends, the information the Client stores in ACP remains the Client's information, and the Client can access it in a format provided by ACP before the end of the agreement. After this agreement ends, the information the Client may have stored in ACP will be retained for a period of 6 years.

(b) The agreement shall be in vogue for the period the client has subscribed services of ACP. In the event the client suspends subscriptions and wishes to start subscriptions again then a reinstatement fee of GBP 100 shall be payable by the client.

(c) Provider shall be entitled to increase the subscription fees at any point in time. The client shall be intimated about the change in subscription fees at least a month earlier. In the event of subscription fees being changed admits the subscription period, the client shall be benefited in terms of new subscription fees applicable during subscription renewal.

15. Miscellaneous;

i. If any provision of this Agreement is held illegal or unenforceable, such provision shall be severed and shall be inoperative, and, provided that the fundamental terms and conditions of this agreement remain legal and enforceable, the remainder of this agreement shall remain operative and binding on the Parties

i. If the Client or the Provider fails to, or delays in, exercising any rights under this agreement, that will not mean that those rights cannot be exercised in the future.
ii. This agreement and the documents the Provider refer to above (including the contract for those Clients who use ACP by virtue of that written contract) constitute is the entire agreement between the Client and the Provider for use of ACP, and replaces all documents, information and other communications (whether spoken or written) between them for such use.
iii. This agreement is personal to the Client and may not be transferred, assigned, subcontracted, licensed, charged or otherwise dealt with or disposed of (whether in whole or in part) by the Client without the Provider’s prior written consent. The Provider may transfer, assign, subcontract, license, charge or otherwise deal with or dispose of (whether in whole or in part) this agreement at any time without the Client’s consent.
iv. A person who is not a party to this agreement has no right to enforce any term of it.
v. Where either party is required to notify the other party by email, the party shall be deemed to have received the email on the first business day following transmission.

16. Which laws govern this agreement?

i. Client subscribes to ACP in the United Kingdom; therefore, this agreement (and all non-contractual claims and disputes) is governed by the laws of England and Wales and the Client and the Provider both agree that the courts of England and Wales shall be the only courts competent to decide disputes in relation to this agreement.

17. Disclaimer;

ACP shall to the best of its abilities assist the clients to be compliant with UKVI Sponsorship requirements. It shall not be liable for any shortcomings that might result in clients not being able to comply with UKVI sponsorship requirements.