Consultant & Super Admin Terms

1. About these Terms

1.1 These Consultant & Super Admin Terms ("Consultant Terms") govern the use of CompCheck.IO by consultants, advisers, professional service providers and other persons authorised to administer Accounts or Services for third-party clients.

1.2 CompCheck.IO is a product of Waris International Consulting Ltd ("WICL").

1.3 These Consultant Terms apply where a person or organisation uses CompCheck.IO to provide its own services to one or more clients or is granted enhanced administrative functionality allowing it to manage client organisations.

1.4 Use of such functionality constitutes acceptance of these Consultant Terms.

2. Definitions

"Consultant" means a Customer, organisation or person using CompCheck.IO in connection with services supplied by that person or organisation to one or more Clients.

"Client" means an organisation or other person whose CompCheck.IO Account, Subscription, records or Services are administered by, or accessible to, a Consultant.

"Client Account" means an Account associated with a Client.

"Super Admin" means a user granted elevated functionality allowing administration of one or more Client Accounts or other enhanced administrative functions.

"Consultant Services" means professional, consultancy, administrative, compliance, HR, training or other services supplied by the Consultant independently of WICL.

Other capitalised terms have the meanings given in the CompCheck.IO Terms of Service.

3. Relationship with the Main Terms

3.1 These Consultant Terms supplement the CompCheck.IO Terms of Service.

3.2 The Consultant remains bound by the Terms, Privacy Policy, Data Processing Agreement, Acceptable Use Policy and any other terms applicable to functionality used by the Consultant.

3.3 If these Consultant Terms conflict with the general Terms in relation specifically to Consultant functionality, these Consultant Terms shall prevail to the extent of that conflict.

4. Independent Consultant Status

4.1 The Consultant operates its own independent business or professional activity.

4.2 Nothing in these Consultant Terms creates a partnership, joint venture, fiduciary relationship, employment relationship or agency between WICL and the Consultant.

4.3 The Consultant is independently responsible for its business, employees, clients, professional services, advice, decisions, taxes, insurance and legal or regulatory obligations.

5. No Authority to Bind WICL

5.1 A Consultant has no authority to enter into any agreement, representation, warranty or commitment on behalf of WICL unless WICL has expressly authorised this in writing.

5.2 Consultants must not represent themselves as employees, officers, representatives or authorised agents of WICL.

5.3 Consultants must not represent that WICL has approved, verified or endorsed their advice, services, qualifications, documents or professional conclusions unless WICL has expressly confirmed this in writing.

6. Consultant Professional Services

6.1 CompCheck.IO provides software tools which Consultants may use when delivering their own services.

6.2 WICL does not become the provider of those Consultant Services merely because they are delivered, recorded, administered or invoiced through CompCheck.IO.

6.3 The Consultant remains solely responsible for determining the scope, methodology, conclusions, recommendations and suitability of its Consultant Services.

7. Professional Competence

7.1 Consultants are responsible for ensuring that they possess any competence, knowledge, experience, qualification, accreditation, licence, registration or professional authority reasonably required for the services they provide.

7.2 Access to CompCheck.IO does not constitute certification or verification by WICL of a Consultant's professional competence.

7.3 Consultants must not use CompCheck.IO functionality to provide professional services which they are not competent or legally permitted to provide.

8. Consultant and Client Relationships

8.1 The contractual relationship for Consultant Services is between the Consultant and the Client unless expressly stated otherwise.

8.2 The Consultant is responsible for agreeing its own:

• scope of services;
• professional fees;
• service standards;
• deliverables;
• timescales;
• professional terms;
• cancellation arrangements; and
• liability arrangements

with its Client.

8.3 WICL is not a party to the Consultant's professional services agreement with the Client merely because CompCheck.IO is used to facilitate that relationship.

9. Authority from Clients

9.1 A Consultant must have appropriate authority from a Client before creating, accessing or administering a Client Account.

9.2 The Consultant must also have appropriate authority before:

• accessing Client Data;
• adding or removing Client users;
• changing permissions;
• uploading documents;
• creating compliance records;
• assigning tasks;
• sending communications;
• processing employee information;
• managing Client subscriptions; or
• performing other administrative actions for the Client.

9.3 WICL may request reasonable evidence of Client authority where a dispute or security concern arises.

10. Client Accounts

10.1 CompCheck.IO may permit Consultants to create or administer separate Client Accounts.

10.2 Client Accounts should be used only for the organisation or Client to which they relate.

10.3 Consultants must take reasonable care to ensure that Client Data is entered into the correct Client Account.

10.4 Information belonging to one Client must not knowingly be placed in, disclosed through or made accessible to another Client Account without lawful authority.

11. Super Admin Access

11.1 Super Admin functionality may provide extensive access to Client Accounts and Client Data.

11.2 A Consultant must grant Super Admin access only to appropriately authorised persons who genuinely require that level of access.

11.3 Super Admin privileges must not be used to access Client Data out of curiosity, for unrelated purposes or otherwise without legitimate authority.

11.4 The Consultant is responsible for actions carried out through Super Admin Accounts under its control, subject to the Terms.

12. Access Controls

The Consultant must:

1. use individual user Accounts where reasonably practicable;
2. protect login credentials;
3. not knowingly share privileged credentials with unauthorised persons;
4. apply appropriate Client permissions;
5. review privileged access periodically;
6. remove access promptly when it is no longer required; and
7. notify WICL promptly if a privileged Account is suspected to have been compromised.

13. Client Data

13.1 As between WICL and the Consultant, ownership of Client Data remains subject to the rights of the relevant Client and other applicable rights.

13.2 A Consultant acquires no ownership of Client Data merely because the Consultant created, uploaded or administered that information on the Client's behalf.

13.3 The Consultant must not retain, use, copy, export or disclose Client Data after its authority to do so has ended except where legally permitted or required.

14. Data Protection

14.1 The Consultant is responsible for determining its role under applicable data-protection law in relation to each Client.

14.2 Depending upon the circumstances, the relationship may include:

14.3 In other circumstances, the Consultant may act as an independent Controller.

14.4 Where the Consultant acts as Processor for its Client, the Consultant must:

• have an appropriate data-processing agreement with the Client;
• process Personal Data only on lawful instructions;
• ensure it has authority to appoint WICL as a Sub-processor;
• implement appropriate security measures;
• maintain confidentiality;
• assist the Client with relevant data-protection obligations where required; and
• comply with applicable data-protection law.

14.5 WICL's processing is additionally governed by the CompCheck.IO Data Processing Agreement.

15. Client Confidentiality

15.1 Consultants must maintain the confidentiality of Client information.

15.2 Confidential information must not be disclosed except:

• with appropriate authority;
• where necessary to provide agreed services;
• where legally required; or
• where otherwise lawfully permitted.

15.3 Consultants are responsible for ensuring their personnel and subcontractors are subject to appropriate confidentiality obligations.

16. Compliance and Professional Content

16.1 CompCheck.IO may allow Consultants to prepare, customise or manage:

• risk assessments;
• audits;
• checklists;
• policies;
• procedures;
• forms;
• agreements;
• records;
• management systems;
• training materials;
• corrective actions;
• reports; and
• other professional or compliance documents.

16.2 The Consultant remains responsible for reviewing and determining the suitability of any document or professional output it provides to a Client.

16.3 WICL does not provide regulatory, legal, HR, health and safety or other professional advice merely by providing software functionality.

17. CompCheck.IO Templates and Libraries

17.1 CompCheck.IO may make templates, examples, documents, checklists, forms or other resources available through private or public libraries.

17.2 Such resources are intended to assist users and may require adaptation to the Client's circumstances.

17.3 The Consultant is responsible for determining whether a template is appropriate for a particular Client, industry, workplace, jurisdiction or purpose.

17.4 Templates must not be represented as bespoke professional advice from WICL unless expressly stated by WICL.

18. Consultant-Created Content

18.1 Consultants may create their own documents, templates, forms and other content through CompCheck.IO.

18.2 The Consultant retains applicable rights in its original Consultant Content subject to any rights granted under the Terms.

18.3 The Consultant warrants that it has the rights necessary to upload, create, reproduce and distribute its Consultant Content.

18.4 Consultants must not knowingly upload content that infringes another person's intellectual-property rights.

19. Proposals, Agreements and Client Documents

Where CompCheck.IO allows Consultants to create or send proposals, agreements, engagement documents or similar materials:

1. the Consultant determines their content;
2. the Consultant is responsible for ensuring their terms are appropriate;
3. WICL does not become a party to the agreement merely because CompCheck.IO generated or transmitted it;
4. the Consultant remains responsible for promises or representations made to the Client; and
5. the Consultant should obtain independent legal advice where appropriate.

20. Consultant Fees, Invoices and Payments

20.1 CompCheck.IO may provide functionality enabling Consultants to record, calculate, generate or administer fees, invoices and payments relating to their Clients.

20.2 Unless expressly stated otherwise, WICL is not the supplier of the Consultant Services identified on a Consultant's invoice.

20.3 The Consultant is responsible for:

• the accuracy of invoices;
• tax treatment;
• VAT where applicable;
• payment terms;
• refunds relating to Consultant Services;
• credit control;
• Client disputes concerning Consultant charges; and
• its own accounting and tax obligations.

20.4 Any payment-processing functionality remains subject to applicable payment-provider terms.

21. Client Subscriptions

21.1 CompCheck.IO may allow Consultants to arrange, administer or recommend Subscriptions for Clients.

21.2 The commercial structure applicable to a Client Subscription may vary according to the package, promotional arrangement or Consultant model in force at the relevant time.

21.3 Consultants must not deliberately misrepresent:

• Subscription prices;
• included functionality;
• user allowances;
• renewal terms;
• discounts;
• promotional arrangements; or
• the relationship between the Consultant and WICL.

21.4 Current prices, packages and functionality should be confirmed through the applicable CompCheck.IO Account or quotation before commitments are made to a Client.

22. Representations about CompCheck.IO

Consultants must describe CompCheck.IO accurately and must not make warranties or commitments about the Platform which WICL has not authorised.

In particular, a Consultant must not guarantee:

• uninterrupted availability;
• particular future functionality;
• regulatory approval;
• legal compliance merely through use of the Platform;
• particular business outcomes; or
• that WICL will provide services outside the applicable Subscription.

23. Intellectual Property

23.1 WICL retains all applicable rights in CompCheck.IO, its software, interface, proprietary functionality, branding and WICL-created content, subject to licences expressly granted under the Terms.

23.2 Consultant access does not transfer ownership of CompCheck.IO intellectual property.

23.3 Consultants may use CompCheck.IO branding only to the extent expressly permitted by WICL.

23.4 Consultants must not imply that their own business is CompCheck.IO or Waris International Consulting Ltd.

24. Records and Audit Trails

24.1 CompCheck.IO may record Account actions, submissions, communications, timestamps, electronic acknowledgements and other activity.

24.2 Consultants must not knowingly manipulate records or audit trails for fraudulent purposes.

24.3 The existence of a CompCheck.IO audit record does not independently establish the legal validity, professional adequacy or factual accuracy of the underlying activity or document.

25. Consultant and Client Disputes

25.1 WICL is not responsible for resolving disputes between a Consultant and its Client concerning:

• professional advice;
• quality of Consultant Services;
• fees;
• scope of work;
• deliverables;
• refunds;
• professional negligence;
• Client instructions; or
• other matters arising from their independent professional relationship.

25.2 WICL may nevertheless take reasonable steps concerning Platform access or data where necessary to protect security, comply with law or determine which party is entitled to control an Account.

26. Insurance

26.1 Consultants are responsible for determining what insurance is appropriate for their business and professional activities.

26.2 Where appropriate to the services provided, Consultants should maintain adequate professional indemnity, public liability, employers' liability, cyber or other relevant insurance.

26.3 WICL's insurance does not insure the Consultant against liability arising from the Consultant's independent professional services.

27. Regulatory and Legal Responsibility

27.1 Consultants remain responsible for compliance with laws, regulations, professional standards and codes applicable to their own activities.

27.2 CompCheck.IO is a software platform. Its availability does not transfer the Consultant's legal or professional responsibilities to WICL.

27.3 Consultants should obtain specialist legal, regulatory, tax or other professional advice where appropriate.

28. Suspension of Consultant or Super Admin Access

WICL may restrict or suspend Consultant or Super Admin access where reasonably necessary because:

• Account security has been compromised;
• Client Data is at risk;
• the Consultant no longer has authority from the Client;
• a serious Client dispute concerns Account control;
• the Consultant has materially breached applicable Terms;
• fraudulent or unlawful activity is reasonably suspected;
• continued access creates a material security or legal risk; or
• WICL is required to do so by law.

Where reasonably practicable, WICL will provide notice and an opportunity to resolve the issue.

29. Ending Consultant Access to a Client

29.1 A Client may cease using a Consultant while continuing to use CompCheck.IO.

29.2 Where WICL is reasonably satisfied that the Consultant's authority has ended, WICL may remove or restrict Consultant access to the Client Account.

29.3 Subject to contractual rights and applicable law, ending the Consultant relationship does not automatically entitle the Consultant to delete Client Data.

29.4 The Consultant must reasonably cooperate with an orderly transition of Account administration where its authority has ended.

29.5 WICL may require reasonable evidence when determining Account ownership, control or access rights.

30. Termination

30.1 These Consultant Terms apply while the Consultant uses applicable Consultant or Super Admin functionality.

30.2 Termination of Consultant functionality does not necessarily terminate the Consultant's own CompCheck.IO Subscription or a Client's Subscription.

30.3 Clauses concerning confidentiality, Client Data, intellectual property, liability, indemnities and other provisions intended by their nature to survive termination shall continue to apply.

31. Liability

31.1 WICL's liability arising from these Consultant Terms is subject to the exclusions, limitations and liability cap contained in the CompCheck.IO Terms of Service.

31.2 To the maximum extent permitted by law, WICL is not responsible for losses arising from:

• Consultant professional advice;
• Consultant negligence;
• Consultant representations;
• inaccurate Client information;
• failure by the Consultant to obtain Client authority;
• unauthorised access caused by the Consultant;
• Client disputes;
• Consultant tax or regulatory obligations; or
• other acts or omissions of the Consultant outside WICL's responsibility.

31.3 Nothing in these Consultant Terms excludes or limits liability which cannot lawfully be excluded or limited.

32. Consultant Indemnity

32.1 Subject to applicable law and the Terms, the Consultant shall indemnify WICL against losses, liabilities, damages, costs and reasonable expenses incurred by WICL arising from a third-party claim to the extent caused by:

1. the Consultant's unlawful use of CompCheck.IO;
2. Consultant Services supplied independently of WICL;
3. a material breach of these Consultant Terms;
4. the Consultant's infringement of third-party intellectual-property rights;
5. the Consultant processing Client Data without appropriate authority;
6. a material breach of applicable data-protection law by the Consultant; or
7. an unauthorised representation or commitment made by the Consultant purportedly on behalf of WICL.

32.2 WICL shall take reasonable steps to mitigate losses for which it seeks indemnification.

32.3 WICL shall notify the Consultant within a reasonable period after becoming aware of a relevant third-party claim and shall not unreasonably prejudice the Consultant's ability to respond to that claim.

33. Changes to these Terms

WICL may update these Consultant Terms where reasonably necessary to reflect:

• changes to Consultant functionality;
• changes to the commercial model;
• new administrative functionality;
• security requirements;
• legal or regulatory developments; or
• reasonable improvements to the Consultant programme.

Material changes will be communicated where appropriate.

34. Governing Law and Jurisdiction

34.1 These Consultant Terms are governed by the laws of England and Wales.

34.2 The jurisdiction provisions contained in the CompCheck.IO Terms of Service apply to these Consultant Terms.

35. Contact

Questions concerning these Consultant Terms can be sent to: