Terms of Service

These Terms of Service (“Terms”) govern access to and use of the RiskBright website, platform, software, tools, resources and related services (together, the “Service”).

RiskBright is a trading name of Shermika Blaise Robinson, a sole trader established in England and Wales (“RiskBright”, “we”, “us” or “our”).

By creating an account, starting a free trial, purchasing a subscription or otherwise using the Service, you agree to these Terms.

If you use RiskBright on behalf of an estate agency or other organisation, you confirm that you have authority to act on its behalf and bind it to these Terms.

1. About RiskBright

RiskBright is a business-to-business AML support platform designed primarily for UK estate agencies.

The Service provides structured AML workflows, questions and considerations, calculators, guidance-search functionality, access to external resources, document-generation functionality and related tools intended to support users when carrying out their own anti-money laundering (“AML”) processes.

RiskBright is designed to complement, rather than replace, an agency's existing identity verification provider, policies, procedures and professional judgement.

RiskBright does not itself make the user's final AML assessment or decision.

2. Business and Professional Use

RiskBright is provided for business and professional use. It is not intended for personal or consumer use.

You must only create an account or purchase a subscription on behalf of an organisation where you have authority to do so.

You are responsible for ensuring that your use of RiskBright is appropriate for your organisation, activities and legal or regulatory obligations.

3. Accounts

Each RiskBright subscription is for one named individual user.

Account credentials must not be shared with another person. A subscription may not be used by multiple members of staff.

Each additional person requiring access to RiskBright must have their own account and, where applicable, their own paid subscription.

You are responsible for:

1. providing accurate account information;
2. keeping your login credentials confidential and secure;
3. activity carried out through your account;
4. notifying RiskBright promptly if you believe your account has been compromised;
5. ensuring your use of the Service is lawful; and
6. ensuring information you enter into RiskBright is entered lawfully and appropriately.

Where you enter personal information relating to a customer or another individual, you are responsible for ensuring that your organisation has an appropriate lawful basis, authority or other justification for processing that information.

4. Free Trial

RiskBright may provide eligible new users with a 3-day free trial.

The trial currently:

1. provides access to the Service subject to applicable trial usage limits;
2. does not require payment-card details;
3. does not automatically convert into a paid subscription; and
4. does not result in an automatic charge when the trial ends.

To continue using paid functionality after the trial, you must actively purchase a subscription.

Certain features may have separate usage limits during the trial, including HMRC Guidance Search.

RiskBright may change, restrict or withdraw free-trial offers for future users.

5. Subscriptions and Pricing

RiskBright currently offers the following individual-user subscriptions:

Monthly subscription: £59 per user per month

Annual subscription: £590 per user per year

The price shown at checkout at the time of purchase will apply to your subscription.

Payments are processed through our third-party payment provider.

6. Automatic Renewal

Paid subscriptions automatically renew until cancelled.

Monthly subscriptions renew each month.

Annual subscriptions renew each year.

By purchasing a recurring subscription, you authorise the applicable recurring payment to be taken using your selected payment method until the subscription is cancelled.

7. Cancellation

You may cancel your subscription at any time.

Cancellation prevents the subscription from renewing at the end of the current paid billing period.

Unless we expressly state otherwise, cancellation does not immediately terminate access. You may continue using the paid Service until the end of the period for which you have already paid.

For example, if you cancel an annual subscription part-way through the subscription year, your subscription will ordinarily remain available until the end of that paid annual period and will then cease to renew.

8. Refunds

Except where required by law or expressly agreed by RiskBright, subscription payments are non-refundable once charged.

Cancelling a subscription does not normally entitle you to a full or partial refund for the unused portion of the current billing period.

For example, cancelling an annual subscription after two months does not normally entitle you to a refund for the remaining ten months. Access will ordinarily continue until the end of the paid annual period.

Nothing in these Terms limits any right or remedy that cannot lawfully be excluded.

9. Price Changes

RiskBright may change its subscription prices from time to time.

Where a price change affects an existing recurring subscription, we will provide reasonable advance notice before the new price applies.

Unless otherwise stated, the changed price will apply from the next applicable renewal after the notified change.

If you do not wish to renew at the new price, you may cancel your subscription before that renewal.

10. Failed Payments

If a subscription payment fails, RiskBright or its payment provider may attempt to collect the payment again.

We may suspend or restrict access to paid functionality while amounts properly due remain unpaid.

Suspension for non-payment does not waive any outstanding payment obligation.

11. AML Support and Professional Responsibility

RiskBright is an AML support tool.

It supports your organisation's AML processes but does not assume responsibility for your organisation's AML obligations, assessment or professional judgement.

RiskBright does not:

1. provide legal advice;
2. act as your solicitor, MLRO or compliance officer;
3. guarantee compliance with AML legislation, regulations or guidance;
4. replace your organisation's policies, procedures or risk assessments;
5. replace your existing identity verification provider;
6. determine whether customer due diligence (“CDD”) has been satisfied;
7. determine whether enhanced due diligence (“EDD”) is required or has been satisfied;
8. determine a customer's, transaction's or matter's final risk classification;
9. make PEP or sanctions clearance decisions;
10. verify the legitimacy of source of funds or source of wealth;
11. decide whether a matter should proceed, be declined or be escalated;
12. determine whether a report should be made to a competent authority; or
13. make regulatory or legal decisions on your behalf.

RiskBright may present questions, considerations, calculations, information and resources to support your own assessment.

The final assessment, professional judgement, actions, escalation, reporting decisions and records remain the responsibility of the relevant estate agency and its authorised personnel.

You should consult applicable legislation, official guidance and appropriately qualified professional advisers where necessary.

12. Customer Journey

The RiskBright Customer Journey provides a structured framework intended to help users consider and record information relevant to their AML assessment.

Questions and considerations may vary according to the answers and information entered by the user.

The Journey is not:

1. an automated AML assessment;
2. an automated risk rating;
3. a legal opinion;
4. confirmation that CDD or EDD requirements have been satisfied; or
5. confirmation that all relevant legal or regulatory requirements have been met.

On completion, RiskBright may generate an editable Journey document recording questions, answers and considerations presented during the Journey, together with areas for the user's own assessment or notes.

The document is intended to support the estate agency's own AML assessment and record keeping.

RiskBright does not retain a completed Customer Journey as the estate agency's long-term customer record after the Journey document has been generated.

You are responsible for downloading, reviewing and retaining the generated document within your organisation's own records where required.

You are also responsible for making any appropriate amendments, completing your own assessment and maintaining records in accordance with your organisation's legal, regulatory and internal requirements.

Temporary technical copies may exist for a limited period where reasonably necessary for system operation, security, backup or recovery.

13. Source of Funds Functionality

RiskBright's Source of Funds functionality is intended to help users record, organise and compare information concerning declared funding sources and supporting evidence.

Calculations and outputs depend on information supplied by the user.

The functionality does not verify:

1. whether funds actually exist;
2. the authenticity of supporting documents;
3. the legitimacy of funds;
4. source of wealth;
5. whether AML requirements have been satisfied; or
6. whether a transaction should proceed.

You remain responsible for deciding what evidence, verification, enquiries or further action are appropriate.

14. Beneficial Ownership Functionality

RiskBright's Beneficial Ownership functionality may assist users with calculations involving direct share ownership and relevant ownership thresholds based on information supplied by the user.

It does not necessarily identify every beneficial owner or person with significant control.

Share ownership is only one factor that may need to be considered. Depending on the circumstances, voting rights, indirect ownership, rights to appoint or remove directors, significant influence or control and other arrangements may also be relevant.

The functionality should therefore be used as an aid to your own assessment and not as a definitive beneficial-ownership determination.

15. HMRC Guidance Search and AI-Assisted Features

RiskBright may provide AI-assisted functionality, including HMRC Guidance Search, to help users locate and understand information from relevant source material.

These features are provided as research and information-support tools.

AI-generated or AI-assisted outputs can contain errors, omissions, outdated information or incorrect interpretations.

You should:

1. consider the underlying source material;
2. verify important information where appropriate;
3. not rely solely on an AI-generated response when making an AML, regulatory or legal decision; and
4. obtain appropriate professional advice where necessary.

AI-assisted outputs do not constitute legal advice or a definitive interpretation of legislation, regulation or HMRC guidance.

RiskBright may impose reasonable usage allowances on AI-assisted features. Allowances may differ between trials and subscription plans and may change from time to time.

16. External Information and Third-Party Services

RiskBright may display, retrieve, summarise or provide access or links to information from third-party and official sources, including government bodies, registers, databases and external websites.

RiskBright does not control those external sources.

Unless expressly stated otherwise, we do not independently verify all information obtained from third parties and do not guarantee that external information will always be complete, accurate, current or continuously available.

Where appropriate, you should check the underlying official source.

External providers may change their information, services, availability or access arrangements without RiskBright's control.

RiskBright is not responsible for the content, operation or availability of third-party websites or services.

17. Acceptable Use

You must not:

1. use RiskBright unlawfully;
2. share an individual account with unauthorised users;
3. allow another person to use your account as their own;
4. attempt to gain unauthorised access to RiskBright or another user's account;
5. interfere with the security, integrity or operation of the Service;
6. introduce malware, malicious code or harmful material;
7. circumvent usage limits or access restrictions;
8. scrape or systematically extract substantial parts of the Service without permission;
9. reverse engineer the Service except to the extent such restriction is prohibited by law;
10. use RiskBright to infringe another person's rights;
11. enter personal data where your organisation has no lawful basis or authority to process it; or
12. use RiskBright in a way reasonably likely to damage or compromise RiskBright, its infrastructure, its users or its service providers.

18. Changes to the Service

RiskBright is an evolving software service.

We may add, modify, replace, improve or discontinue features where reasonably necessary, including to:

1. improve the Service;
2. improve security;
3. respond to legal, regulatory or guidance changes;
4. change third-party providers;
5. address technical issues;
6. respond to changes in external information sources;
7. prevent misuse; or
8. develop the platform.

We will seek not to materially reduce the core functionality of a paid subscription during its current paid term without reasonable justification.

Where a significant change materially affects existing customers, we will provide reasonable notice where practicable.

19. Availability and Maintenance

We aim to provide a reliable Service but do not guarantee that RiskBright will be continuously available, uninterrupted or error-free.

Availability may be affected by:

1. scheduled or emergency maintenance;
2. software updates;
3. security work;
4. hosting or infrastructure failures;
5. internet or communications failures;
6. third-party outages;
7. changes to external services; or
8. circumstances outside our reasonable control.

Unless expressly agreed separately in writing, RiskBright does not provide a guaranteed uptime service level or service-credit arrangement.

20. Intellectual Property

RiskBright and its original software, branding, design, workflows, text, structure, documentation and other proprietary materials are owned by or licensed to RiskBright and are protected by applicable intellectual-property laws.

Your trial or subscription gives you a limited, non-exclusive, non-transferable right to access and use the Service for your organisation's internal business purposes during the applicable access period.

Your subscription does not transfer ownership of RiskBright's intellectual property to you.

Third-party materials remain subject to the rights of their respective owners.

21. Your Content

You or the relevant rights holder retain ownership of information and materials you enter into RiskBright.

You grant RiskBright the limited rights reasonably necessary to host, process, transmit and otherwise handle that information for the purposes of providing, securing and administering the Service, complying with law and exercising our contractual rights.

You are responsible for ensuring that you have the necessary rights and authority to provide information entered into the Service.

Personal data is additionally handled in accordance with our Privacy Policy and, where applicable, our Data Processing Agreement.

22. Data Protection

Each party must comply with applicable data-protection law in relation to personal data it processes.

Our Privacy Policy explains how RiskBright processes personal information where it acts as a controller.

Where RiskBright processes personal data on behalf of an estate agency acting as controller, the processing will also be governed by RiskBright's applicable Data Processing Agreement (“DPA”).

Where applicable, the DPA forms part of the contractual arrangements between RiskBright and the customer.

UK GDPR Article 28 requires a binding controller-processor arrangement containing specified provisions when a processor handles personal data for a controller.

23. Confidentiality

Each party must use reasonable care to protect confidential information received from the other in connection with the Service.

Confidential information must not be disclosed to third parties except:

1. where necessary to provide or receive the Service;
2. to professional advisers or service providers subject to appropriate confidentiality obligations;
3. with the other party's permission; or
4. where disclosure is required by law or a competent authority.

These obligations do not apply to information that is already lawfully public, was lawfully known without restriction or was independently developed without use of the other party's confidential information.

24. Suspension and Termination by RiskBright

RiskBright may suspend or terminate access where reasonably necessary, including where:

1. payment remains outstanding;
2. an account is being shared contrary to these Terms;
3. the Service is being used unlawfully;
4. use threatens the security or operation of RiskBright;
5. fraudulent or abusive activity is reasonably suspected;
6. a user seriously or repeatedly breaches these Terms; or
7. suspension or termination is required by law or a competent authority.

Where a breach is capable of being remedied and circumstances reasonably permit, we may provide an opportunity to correct the breach before terminating access.

We may suspend access immediately where reasonably necessary to protect users, personal data, RiskBright, third parties or the security of the Service.

25. What Happens When Access Ends

When your trial, subscription or account ends:

1. your right to use the relevant Service ends;
2. access to paid functionality will cease;
3. outstanding payment obligations remain payable; and
4. provisions intended by their nature to continue after termination remain in effect.

Because completed Customer Journeys are not intended to operate as permanent records stored within RiskBright, you are responsible for downloading and retaining Journey documents you require within your organisation's own records when they are generated.

Personal data will be handled following termination in accordance with applicable data-protection law, our Privacy Policy and, where applicable, our DPA.

26. Disclaimers

RiskBright is provided as an AML support and information service.

While we take reasonable steps to provide a useful and reliable Service, outputs depend in part on information supplied by users and information obtained from external sources.

To the extent permitted by law, RiskBright does not warrant that:

1. every relevant AML consideration will be identified in every circumstance;
2. information or outputs will always be complete or error-free;
3. third-party information will always be accurate or current;
4. use of RiskBright will ensure regulatory compliance; or
5. use of RiskBright will prevent an AML, regulatory, financial or other adverse event.

Nothing in this section limits obligations or liabilities that cannot lawfully be limited.

27. Liability

Nothing in these Terms excludes or limits liability where doing so would be unlawful, including liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation; or
3. any other liability that cannot lawfully be excluded or limited.

Subject to the above, RiskBright's total aggregate liability arising out of or in connection with the Service or these Terms will, to the fullest extent permitted by law, be limited to the total subscription fees paid or payable by the customer to RiskBright during the 12 months immediately preceding the event giving rise to the claim.

Subject to applicable law, RiskBright will not be liable for indirect or consequential loss or for loss of profit, revenue, business, anticipated savings, opportunity or goodwill to the extent such loss may lawfully be excluded.

To the extent permitted by law, RiskBright will not be responsible for loss resulting from:

1. inaccurate or incomplete information supplied by a user;
2. decisions made independently by the customer;
3. failure to follow applicable law, official guidance or the customer's own policies and procedures;
4. reliance on RiskBright as a substitute for professional judgement or advice contrary to these Terms; or
5. third-party services, information or events outside RiskBright's reasonable control.

UK law prevents a business from excluding liability for death or personal injury resulting from negligence, and restrictions concerning other negligence losses are subject to the statutory reasonableness requirement.

This clause should receive specific review from your UK SaaS solicitor before the Terms are published.

28. No Broad Indemnity

Unless separately agreed in writing, these Terms do not require the customer to provide RiskBright with a broad or unlimited indemnity.

RiskBright likewise does not provide a general intellectual-property or regulatory indemnity to customers under these Terms.

Any specific indemnity required for an enterprise arrangement must be expressly agreed in writing.

29. Events Outside Reasonable Control

Neither party will be responsible for delay or failure to perform an obligation where this results from circumstances outside its reasonable control.

This does not excuse payment obligations that had already become due.

30. Changes to These Terms

We may update these Terms where reasonably necessary, including because of changes to:

1. RiskBright;
2. applicable law or regulation;
3. regulatory guidance;
4. our commercial arrangements;
5. technology or security requirements; or
6. third-party services.

Where a change materially affects an existing customer's rights or obligations, we will provide reasonable notice where practicable.

The updated Terms will state their effective or revision date.

31. Transfer of Rights

You may not assign or transfer your rights under these Terms without RiskBright's prior written consent.

RiskBright may transfer its rights and obligations in connection with a sale, transfer or restructuring of the RiskBright business, provided that doing so does not materially reduce your contractual rights.

32. No Partnership, Employment or Agency

Nothing in these Terms creates a partnership, joint venture, employment relationship or agency between RiskBright and the customer.

Neither party has authority to bind the other except where expressly agreed.

33. Entire Agreement

These Terms, together with any applicable checkout or order terms, our Privacy Policy and, where applicable, our DPA, constitute the agreement concerning use of the Service, subject to any additional terms expressly agreed in writing.

Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

34. Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable, the remaining provisions will continue in effect to the extent permitted by law.

35. No Waiver

A failure or delay by either party to enforce a right under these Terms does not waive that right.

36. Third-Party Rights

Unless expressly stated otherwise, a person who is not a party to these Terms has no right to enforce them under the Contracts (Rights of Third Parties) Act 1999.

37. Governing Law and Jurisdiction

These Terms and any non-contractual obligations arising from them are governed by the laws of England and Wales.

The courts of England and Wales will have jurisdiction over disputes arising out of or in connection with these Terms, subject to any mandatory rights or jurisdictional rules that apply.

38. Contact Us

If you have questions about these Terms, please contact:

RiskBright

A trading name of Shermika Blaise Robinson

Office By31 Curthill House

60 Water Lane

Cheshire

SK9 5AJ

Wilmslow

United Kingdom

Email: hello@riskbright.co.uk