1. Introduction

ViCA – Virtual Compliance Assistance (“ViCA”) is an AI-powered platform designed to provide preliminary compliance assistance and guidance to professionals in the financial services sector. By accessing and using ViCA, you agree to comply with and be bound by the following terms and conditions (“Terms”). Please read these Terms carefully before using ViCA and accessing the Services. If you do not agree with these Terms, you must not use the platform.

About us: ViCA services are provided to you by Complyport Limited, a company incorporated in the UK with its registered office at 1 Kings Avenue, London, United Kingdom, N21 3NA and company number 04333584 (“Company”).

2. Description of Services and User Rules

2.1 ViCA provides users with AI-driven assistance related to financial services regulatory and compliance issues concerning public information as well as views and opinions related to rules, guidance and/or regulations from financial authorities such as the Financial Conduct Authority (“FCA”), Prudential Regulation Authority (“PRA”), European Securities and Markets Authority (“ESMA”), and other regulatory as well as advisory bodies. ViCA offers the following services (hereinafter referred to as the “Services”):

I. Preliminary assistance on regulatory and compliance issues for the wider financial services sector

II. Responses based on interactions with FCA, PRA and ESMA publications and published data, Complyport’s knowledge, databases and compliance guides and template, educational/training material from the London Governance and Compliance Academy (LGCA), the European Institute of Management and Finance (EIMF) and The Association of Governance, Risk and Compliance (AGRC), as well as purposely structured templates and guidance notes.

III. Continuous improvement through training by compliance consultants

IV. The above Services cover mainly UK financial services regulations and significant EU financial services regulations. The default jurisdiction is UK, unless specified otherwise.

V. The Services also cover possible interactions between either the UK or the EU with a number of other jurisdictions; when the Services relate to the regulatory provisions of such (non-UK and/or non-EU) jurisdictions, these are based on publicly-available information from the internet which has not been subjected to our analysis, nor training, nor quality assurance process nor has been confirmed by our teams, and it is likely outdated.

2.2 Subject to your compliance with these Terms and the User Rules described below, you may access and use our Services.

2.3 The Services provided by ViCA are:
of a general nature only and are not intended to address the specific circumstances of any particular individual or entity,
not necessarily comprehensive, complete, accurate or up to date, sometimes linked to external sites over which the Company has no control and for which the Company assumes no responsibility, not professional or legal advice (if you need specific advice, you should always consult a suitably qualified professional and may consider our professional support by using the “Talk to Human” button).

2.4 User Rules

I.        In using our Services, you must comply with all applicable laws as well as the Terms and Policies listed herein.

II.       You may not use our Services for any illegal, harmful, or abusive activity.

III.     You are prohibited from:

a)    Using our Services in a way that infringes, misappropriates or violates anyone’s rights.

b)    Modifying, copying, leasing, selling or distributing any of our Services. Screenshots or videos of ViCA’s responses or Services or output (replies).

c)    Attempting to or assisting anyone to reverse engineer, decompile or discover the source code or underlying components of our Services, including our models, algorithms, or systems (except to the extent this restriction is prohibited by applicable law).

d)    Automatically or programmatically extracting data or information from ViCA.

e)    Representing that the answers ViCA provided were human-generated when they were not.

f)     Interfering with or disrupting our Services, including circumventing any rate limits or restrictions or bypassing any protective measures or safety mitigations we put on our Services.

g)    Using our Services to develop models that compete with ViCA.

h)   Sharing of ViCA content or Services or output (replies) with third parties, on social media or otherwise.

2.5 Failure to comply with the above User Rules for use of Services and these Terms may result in suspension of your subscription and/or ban of use of our Services. If ViCA, has suffered damages, including damages to its reputation, from your violation of the Terms  in the use of Services, the Company may withhold any unused credit and initiate legal action against you for damages.

3. Subscription, Payment, and Account Usage

3.1 Registration: Users must register online to access ViCA’s services. Registration requires the provision of accurate and complete information. You must be at least 18 years old or the minimum age required in your country to consent to use the Services and competent to contract.

3.2 Subscription Fee: ViCA operates on a monthly subscription model. Users must pay a subscription fee to access the platform’s services. Following completion of registration, each user is offered 20 FREE queries to test ViCA prior to any subscription account type. For paid subscriptions, we will automatically charge your payment method on each agreed-upon periodic renewal until you cancel. If your payment cannot be completed, we may suspend your access to our Services until payment is received. We may change our subscription fees automatically on an annual basis by up to either 1% above the rate of inflation according to the Consumer Price Index (or such other index of equivalent value that may replace it from time to time) or 5%, whichever is higher. Where ViCA does this, the Fee will be deemed so amended and will come into force on either 1 January or 1 July each year or such other date as notified by ViCA to the user. ViCA is not required to give any prior notice of the use of this escalator. If ViCA plans to increase the Fees by more than the higher of these amounts, ViCA will give the user one month’s written notice and any price increase will take effect on your next renewal so that you may cancel if you do not agree to the change.

3.3 Payment Method: Subscription fees are payable via the payment methods specified on the ViCA platform.

3.4 Right to withdraw on the first 14 days: As a user of ViCA, you have the right to cancel your contract within 14 days without providing any reason. This cancellation period begins the day after you receive your goods or, in the case of digital content or services, the day after the contract is concluded. To exercise this right, you must inform us of your decision to cancel by sending an email to info@vica.chat with the subject line “Cancellation within 14 Days”. If you cancel within this period, we will reimburse all payments received from you. This policy is in accordance with the Consumer Contracts Regulations 2013.

3.5 Cancellation: Following the Cooling Off Period, Users may cancel their subscription at any time. Upon cancellation, access to ViCA’s services will continue until the end of the current billing period. You will not be charged for any further fee after the completion of your paid subscription.

3.6 Single Login Restriction: Users are not permitted to log in to their ViCA account from multiple devices or locations simultaneously. Each account is intended for use by a single user only.

3.7 Auto Logout: For security purposes, users will be automatically logged out of their ViCA account after 30 minutes of inactivity. This measure ensures that your account remains secure and prevents unauthorized access.

3.8 Password Safety: Users must keep their passwords secure and confidential. Do not share your password or login details with anyone. Sharing your login details or your password with others is a violation of these User Rules and can compromise the security of your account.  You may not share your account login details or make your account available to anyone else and you are responsible for all activities that occur under your account.

3.9 Strong Password: Users are required to use strong passwords that include a combination of uppercase letters, lowercase letters, numbers, and special characters. A strong password enhances the security of your account and protects your information.

3.10 Password Reset: Users can reset their password at any time using the auto-reset password feature available on the ViCA platform. Ensure that the email address associated with your account is up to date to receive password reset instructions.

3.11 Expand and Give References Buttons: The “Expand” and “Give References” buttons within the chat are considered as queries. Each use of these features will be counted as a query and deducted from the user’s eligible monthly queries according to the subscription account type. Users should use these features judiciously to manage their query quota effectively.

4. Disclaimer of Legal Advice

4.1. No Legal Advice: ViCA provides preliminary compliance assistance and guidance. The information provided by ViCA should not be construed as legal advice, consultation, or a recommendation.

4.2. Professional Advice: Users must always seek professional advice from qualified personnel, such as Compliance Officers, Compliance Consultants, Regulatory Experts, or Lawyers. ViCA’s feedback should be reviewed and validated by these professionals.

4.3. Decision-Making: Reliance solely on ViCA for decision-making should be avoided and user must understand that ViCA is a tool to assist in compliance efforts and is not a substitute for professional advice when such advice is required.

4.4. Adherence to Rules: Users must adhere to all the rules and guidelines set forth in these Terms and User Rules. Violation of any term or rule may result in the suspension or termination of your ViCA account.

4.5. Security and Safety: Users must take all necessary precautions to keep their account information secure. Any suspicious activity or unauthorised access should be reported immediately to ViCA support at info@vica.chat.

5. Accuracy and Limitations

5.1. Information Accuracy: While ViCA aims to deliver accurate and up-to-date information, the complex nature of regulatory compliance means that the information provided may not always be accurate or current or up to date.

5.2. Mistakes and Errors: ViCA may make mistakes or provide incorrect information. Users should independently verify the information provided and seek professional advice where necessary.

5.3. No Warranty: ViCA is provided “as is” and “as available” without any warranties, express or implied. The platform does not guarantee the accuracy, completeness, or reliability of the information provided. Users understand that ViCA is still in its developmental stage and has not yet been finalised. This means ViCA  may contain errors, bugs, or other issues that could cause system failures or data loss. We welcome user feedback to help improve the functionality and performance of the software. By using this software, you acknowledge and agree that its use may be subject to inherent risks, including instability, interruption, or potential data loss. We disclaim any liability for any harm or damage arising from your use of the software in this preliminary release state.

5.4 When you use our Services you understand and agree that:

I.        Services may not always be accurate. You should not rely on Services from ViCA as a sole source of truth or factual information, or as a substitute for professional advice.

II.        You must evaluate the Services for accuracy and appropriateness for your own case, including using human review as appropriate.

III.        Our Services may provide incomplete, incorrect, or offensive responses that does not represent the Company’s views. If ViCA makes reference to any third party products or services, it doesn’t mean the third party endorses or is affiliated with the Company.

5.5. IMPORTANT: ViCA relies on a dataset that may be imperfect and incomplete and may include opinions and views that may not always reflect the current and/or updated views and opinions of the relevant regulators. AI technology cannot replace the nuanced understanding and judgement of a human professional. Therefore, no response or output provided by ViCA should be solely relied upon for making any decisions and/or taking any actions. We strongly recommend seeking advice and support from a professional advisor, which you can do by using the “Talk to Human” button.

6. Prohibited Actions and Suspension of account

6.1 Social Media: Users are strictly prohibited from taking screenshots of ViCA interactions and posting them on social media or any other public platforms.

6.2 Compliance with Laws: Users must comply with all applicable laws and regulations when using ViCA.

6.3 We may take action to suspend or ban your access to ViCA Services or close your account if we determine, acting reasonably and objectively that:

i.    You breached these Terms or User Rules or applicable Policies referred herein.

ii.    We must do so to comply with any applicable law or Competent Authority’s instructions.

iii.    Your use of our Services could cause risk or harm to ViCA, our users, or anyone else.

6.4 Before suspending or terminating your account, we will make reasonable efforts to notify you in advance, unless it is not possible to do so, because:

I.        We are prohibited by law to give you prior notification.

II.        We reasonably believe that continued access to your account will cause damage to ViCA or anyone else.

III.        The contact details, i.e. your email address is no longer active.

6.5 If you have reasons to believe that we have suspended or closed your account in error, you may file an appeal with us by sending your request to info@vica.chat.

6.6 The suspension or termination of your account by the Company does not in any way limit or prohibit the Company’s right to take any further legal action against you for such violations, including the right to sue for damages.

7. Intellectual Property

7.1. Ownership: All content, software, and other materials available on ViCA are the property of ViCA and the Company or its licensors and are protected by intellectual property laws.

7.2. License: ViCA grants users a limited, non-exclusive, non-transferable license to access and use the platform for personal, non-commercial use.

7.3. Restrictions: Users may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on ViCA, except as authorized in these Terms.

8. Limitation of Liability

8.1. Exclusion of Liability: To the fullest extent permitted by law, ViCA, the Company, its affiliates, licensors, and service providers shall not be liable for any direct, indirect, incidental, consequential, or punitive damages arising out of or related to your use of, or inability to use, the ViCA platform.

8.2. Indemnification: Users agree to indemnify and hold harmless ViCA, the Company its affiliates, licensors, and service providers from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees arising out of or related to their violation of these Terms or their use of the platform.

9. Support and Contact Information

9.1 Support: Users can receive email support by contacting info@vica.chat.

9.2. Contact Information: For any questions or concerns regarding these Terms, please contact ViCA at info@vica.chat.

9.3 If you have any complaint or dispute, we would first like to understand and try to address your concerns before any formal legal action. Kindly share your concerns with us by sending an email to: info@vica.chat.

10. Changes to Terms and Assignment

10.1 ViCA reserves the right to modify these Terms at any time. Changes will be effective immediately upon posting on the platform. Users are responsible for regularly reviewing these Terms to stay informed of any updates.

10.2 We will give you at least 30 days advance notice of changes to the Terms and Services that materially adversely impact you, before the date they will come into force, either via email or an in-product notification. Any such changes will only apply to our relationship going forward and be effective on the date that will be specified in the aforementioned notice. If you do not agree to the changes, you must immediately stop using our Services, close your account and request cancellation of your subscription.

10.3 You may not assign or transfer any rights or obligations under these Terms. We may assign or transfer our rights or obligations under these Terms to any affiliate or subsidiary or any successor in interest of any business associated with our Services. If we do, any rights you have as a consumer will not be affected. If you are not satisfied, you have the right to terminate your relationship with us and stop using our Services at any time.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which ViCA operates, without regard to its conflict of law principles.

12. Miscellaneous

12.1. Entire Agreement: These Terms constitute the entire agreement between you and the Company regarding the use of the ViCA platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.

12.2. Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.3. Waiver:  No failure or delay by us or you to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of such right or remedy, nor shall it prevent or restrict the exercise of such right or remedy. Partial exercise of such right or remedy shall not prevent or restrict the exercise of such right or remedy. A waiver of any right or remedy under these Terms or by law is only effective if it is expressly made in writing.

12.4 Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

12.5 Trade controls and sanctions: You agree that you will comply with all applicable trade laws, including sanctions and export control laws. Our Services may not be used in or for the benefit of, or exported or re-exported to (a) any embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws and/or sanctions. Our Services may not be used for any end use prohibited by applicable trade laws.