The most important thing to understand about Proviso. Proviso is software that helps your firm organise, track and evidence its compliance records. Proviso does not provide compliance, legal, or regulatory advice, and does not determine, certify, or guarantee that your firm is compliant with any requirement of the Central Bank of Ireland or any other law. Your firm remains solely responsible for its own regulatory obligations and for the accuracy of the information it records. Nothing produced by the Service is a determination of compliance.
These Terms of Service (the "Terms") govern your use of the Proviso platform and related services (the "Service"). The Service is provided by Proviso Compliance Limited, a company registered in Ireland, trading as Proviso.ie ("Proviso", "we", "us", "our").
By creating an account, starting a trial, or using the Service, you agree to these Terms on behalf of your firm ("you", "your", the "Customer"). If you do not agree, do not use the Service.
Proviso is a software platform that helps regulated financial firms in Ireland organise, track, and evidence their ongoing compliance obligations, including continuing professional development, fitness and probity records, the Consumer Protection Code, anti-money-laundering records, and related registers and documents.
The Service provides tools and structure. It does not provide advice or assurance. In particular:
You should obtain advice from a suitably qualified compliance professional or solicitor in relation to your firm's regulatory obligations. Proviso is a complement to that professional judgement, not a substitute for it.
You are responsible for maintaining the confidentiality of your account credentials, for all activity under your account, and for ensuring that the individuals you invite are authorised to access the data in your account. You must provide accurate information and keep it up to date. The usefulness and accuracy of the Service depends entirely on the accuracy and completeness of the information you enter.
The Service is offered on subscription plans, the current tiers and prices for which are shown on our pricing page at proviso.ie. Plans are billed monthly or annually as selected. Annual plans are billed in advance for the year.
Prices are exclusive of VAT, which will be applied where applicable. We may change our prices; where we do, we will give you reasonable notice before the change takes effect, and any change will apply from your next renewal. Continued use of the Service after a price change takes effect constitutes acceptance of the new price.
Additional advisers or seats beyond those included in your plan may be charged at the per-seat rate shown on the pricing page. Where you engage the Service through a compliance consultant under a consultant arrangement, the applicable fees are those agreed with that consultant and with us.
We may offer a free trial. At the end of the trial, unless you subscribe, your access to paid features will end. We do not charge you during a trial unless you choose to subscribe.
You may cancel your subscription at any time, effective at the end of your current billing period. Except where required by law, fees already paid are non-refundable, and cancelling does not entitle you to a refund of the current period's fees. On cancellation, your access continues until the end of the paid period.
You retain ownership of all data you enter into the Service ("Customer Data"). We process Customer Data only to provide the Service to you, and in accordance with our Privacy Notice and our Data Processing Agreement, which forms part of these Terms where we act as a data processor on your behalf.
You are responsible for ensuring that you have the right to enter into the Service any personal data relating to your staff, clients, or third parties, and for meeting your own obligations as a data controller under the General Data Protection Regulation (GDPR) and the Data Protection Act 2018.
On termination, you may export your Customer Data for a period we will make available to you. After that period, we may delete Customer Data in accordance with our retention practices and the Data Processing Agreement.
We aim to keep the Service available and reliable, but we do not guarantee that it will be uninterrupted or error-free. We may carry out maintenance, and may modify or discontinue features. Where we provide onboarding assistance or support, we do so to help you use the software; such assistance is operational support, not compliance advice, and does not transfer to us any responsibility for your compliance.
You must not misuse the Service, attempt to gain unauthorised access to it, use it to store unlawful content, or use it in a way that infringes the rights of others or breaches applicable law. We may suspend access where we reasonably believe these Terms have been breached.
The Service, including its software, design, and content (other than Customer Data), is owned by Proviso Compliance Limited and its licensors. These Terms do not transfer any ownership in the Service to you. You are granted a non-exclusive, non-transferable right to use the Service during your subscription, for your firm's own internal compliance purposes.
Because this section limits our liability and confirms that the Service is not compliance advice, it is one of the most important in these Terms. It requires legal review before you rely on it, and its enforceability depends on Irish law.
The Service is provided "as is" and "as available". To the fullest extent permitted by law, we exclude all warranties not expressly stated in these Terms, including any implied warranty that the Service is fit for a particular purpose or that its outputs are accurate, complete, or sufficient for any regulatory purpose.
We are not liable for any regulatory finding, penalty, sanction, loss, or damage arising from your firm's compliance position, from the accuracy or completeness of the data you enter, from your reliance on any output of the Service as a determination of compliance, or from your failure to obtain appropriate professional advice. The Service supports your compliance record-keeping; responsibility for your compliance remains with you.
To the fullest extent permitted by law, our total aggregate liability to you arising out of or in connection with the Service and these Terms is limited to the fees you paid to us in the twelve months preceding the event giving rise to the claim. We are not liable for indirect or consequential loss, or for loss of profits, business, goodwill, or data.
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud.
These Terms apply for as long as you use the Service. We may suspend or terminate your access if you materially breach these Terms, or fail to pay fees when due. You may stop using the Service at any time by cancelling your subscription as described above.
We may update these Terms from time to time. Where changes are material, we will give you reasonable notice. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms.
These Terms are governed by the laws of Ireland, and the courts of Ireland have exclusive jurisdiction over any dispute arising out of or in connection with them.
Questions about these Terms can be sent to hello@proviso.ie. Proviso Compliance Limited, trading as Proviso.ie.
Please note: This document is a draft prepared to reflect how Proviso operates. It is not legal advice and has not been reviewed by a solicitor. Before relying on these Terms with paying customers, they should be reviewed and finalised by a qualified Irish solicitor.