I The Company has licensed access to a web based identity verification system through Third Party Data Providers.
II The Company and the Third Party Data Providers have agreed to allow Access to the System and its associated documentation.
IT IS AGREED as follows:
In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“Acceptance Date” the date on which the Creditsafe Business Solutions Limited End User Agreement is agreed to by the End User and the Company;
“Access” Access granted by the Company pursuant to clause 2.1;
“Access Date” the date on which the End User settles the Service with the Company or such date as may be agreed by the Company and the End User;
“Company” Creditsafe Business Solutions Limited whose registered office is situated at Bryn House, Caerphilly Business Park, Van Rd, Caerphilly CF83 3GG
“Contract Period” the period of any contractual Agreement specified by the Company;
“End User” The contracting company as detailed in your order confirmation;
“Intellectual Property Rights” all vested contingent and future intellectual property rights including but not limited to copyright, trademarks, service marks, design rights (whether registered or unregistered), patents, know-how, trade secrets, inventions, get-up, database rights and any applications for the protection or registration of these rights and all renewals and extensions thereof existing in any part of the world whether now known or in the future created to which the Company may be entitled;
“Parties” the End User, the Company or the Third Party Data Providers as detailed in this Agreement;
“Party” the End User, the Company or the Third Party Data Providers as detailed in this Agreement;
“Service” the Service purchased as specified by the Company, enabling Access to a multitude of datasets;
“Service Fee” the fee for the Service as specified by the Company;
“System” the web based tracing and identity verification application and associated documentation of the Company and Third Party Data Providers and all releases and versions thereof;
“System Data” such data as may be specified by the Company from time to time;
“System Documentation” the operating manuals, user instructions, technical literature and all other related materials in eye-readable form supplied to the End User by the Company for aiding the use and application of the System.
“Third Party Data Providers” A third party provider of data to the Company;
2.1. The Company grants to the End User Access to use the System subject to the terms and conditions contained in this Agreement.
2.2. The End User shall use the System for processing its own data for its own internal business purposes only.
2.3. The End User is prohibited from using the System for any form of marketing purpose or activity.
2.4. The Agreement shall not be deemed to extend to any services or products of the Company or Third Party Data Providers other than the System Data unless specifically agreed to in writing by the Company.
2.5. The End User acknowledges that it is authorised to use the System Data only in accordance with the express terms of this Agreement and not further or otherwise.
2.6. The End User shall not export or permit the export of any of the System Data to a country which is not within the European Economic Union without prior written consent from the Company.
Access shall commence on the Acceptance Date and shall continue until such time as the Service is fully utilised by the End User.
4.1. The Service Fee shall be paid by the End User as specified by the Company in the End User’s Order Confirmation and/or Invoice.
4.2. The Service Fee and other charges payable under this Agreement are exclusive of any applicable VAT and other sales tax which shall be payable by the End User at the rate and in the manner prescribed by law against submission of a valid tax invoice.
4.3. Any charges payable by the End User under this Agreement in addition to the Service Fee shall be paid in accordance with the payment terms detailed in the End User’s Order Confirmation and/or Invoice.
4.4. The Company shall have the right to charge interest on overdue invoices at the rate of 5% per year above the base rate of National Westminster Bank PLC calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment whether before or after judgment.
4.5. The Company reserves the right to claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
On and from the Access Date the Company shall grant Access to the System to the End User and provide System Documentation or telephone training.
The End User shall during the continuance of the Access period:
6.1. effect and maintain adequate security measures to safeguard the System Data from Access or use by any unauthorised person;
6.2. maintain a full and accurate record disclosure of the System Data and shall produce such record to the Company on request from time to time.
7.1. The End User acknowledges that the System Data, System Documentation and the Intellectual Property Rights of whatever nature in the System are and shall remain the property of the Company or relevant Data Providers and furthermore the Intellectual Property Rights cannot be used or copied without prior written consent from the Company and relevant Data Providers.
7.2. The End User undertakes not to translate, adapt, vary, modify, disassemble, decompile or reverse engineer the System, System Data or System Documentation without the prior written consent of the Company and Third Party Data Providers.
7.3. The End User shall notify the Company immediately if the End User becomes aware of any unauthorised use of the whole or any part of the System by any person.
7.4. The End User shall notify the Company within 7 business days in writing of any potential infringement claim or misuse of the System.
7.5. The End User shall not make any admission as to liability, agree or compromise to any claim of any infringement without the prior written consent of the Company.
7.6. The End User will give the Company and its Third Party Data Providers all reasonable assistance in relation to either defending an infringement claim or the prosecution of their rights.
8.1. The Company or the Third Party Data Providers reserve the right to include specific usage restrictions as specified by the Company.
8.2. The Company or the Third Party Data Providers reserve the right to suspend Access to any End User who is suspected of attempting to abuse the Fair Usage Policy.
9.1. The Third Party Data Providers warrant to the End User that:
9.1.1. the System and System Data complies with any specification agreed for them;
9.1.2. the System Documentation or telephone training will provide adequate instructions to enable them to make proper use of the System;
9.1.3. there are no third Party rights which would or potentially render the use of the System or the System Data and any Intellectual Property in relation to the System or System Data unlawful;
9.1.4. it complies with all laws and regulations applicable in the United Kingdom.
9.2. To the extent permitted by applicable law, the Company:
9.2.1. disclaims all other warranties with respect to the System Data, either express or implied, including but not limited to any implied warranties relating to quality, fitness for any particular purpose or ability to achieve a particular result;
9.2.2. makes no warranty that the System and System Data are error free or that its use will be uninterrupted and the End User acknowledges and agrees that the existence of such errors shall not constitute a breach of this Agreement.
10.1. The Company shall indemnify the End User for personal injury or death caused by the negligence of its employees, agents or sub-contractors in connection with the performance of their duties under this Agreement or by defects in any product supplied pursuant to this Agreement.
10.2. The Company will indemnify the End User for direct damage to tangible property caused by the negligence of its employees, agents or sub-contractors in connection with the performance of their duties under this Agreement or by defects in any product supplied pursuant to this Agreement. The total liability of the Company under this clause shall be limited to £5,000 for any one event or series of connected events.
10.3. Except in respect of claims for death or personal injury arising from the Company's negligence, in no event will the Company be liable for any damages resulting from loss of profits, goodwill or any type of indirect or consequential loss, nor for any damages that are an indirect or secondary consequence of any act or omission of the Company whether such damages were reasonably foreseeable or actually foreseen.
11.1. The Parties undertake, except as provided below, to treat as confidential and keep secret all information marked 'confidential' or which may reasonably be supposed to be confidential, including, without limitation, information contained or embodied in the System, System Data, System Documentation, and other information supplied by the Company, Third Party Data Providers and End User (in this Agreement collectively referred to as 'the Information') with the same degree of care as it employs with regard to its own confidential information of a like nature and in any event in accordance with best current commercial security practices, provided that, this clause shall not extend to any information which was rightfully in the possession of any of the Parties prior to the commencement of the negotiations leading to this Agreement or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause).
11.2. The Parties shall not without the prior written consent of the other Parties divulge any part of the Information to any person except:
11.2.1. to their own employees and then only to those employees who need to know the same;
11.2.2. to the Party’s auditors, an officer of Inland Revenue, an officer of HM Customs and Excise, a court of competent jurisdiction, governmental body or applicable regulatory authority and any other persons or bodies having a right duty or obligation to know the business of the Parties and then only in pursuance of such right duty or obligation;
11.2.3. any person who is for the time being appointed by the Parties to maintain the System and then only to the extent necessary to enable such person to properly maintain the System.
11.3. The Parties undertake to ensure that persons and bodies referred to in clause 11.2 are made aware before the disclosure of any part of the Information that the same is confidential and that they owe a duty of confidence to the other Parties.
11.4. If any Party becomes aware of any breach of confidence by any person to whom it divulges all or any part of the Information they shall promptly notify the other Parties and shall give the other Parties all reasonable assistance in connection with any proceedings which the other Parties may institute against such person for breach of confidence.
11.5. The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any termination of the Licence or this Agreement.
12.1. The Company may terminate this Agreement:
12.1.1. at any time by giving at least 30 days prior written notice to the End User;
12.1.2. forthwith on giving notice in writing to the End User if the End User commits any serious breach of any term of this Agreement and (in the case of a breach capable of being remedied) shall have failed, within 30 days after the receipt of a request in writing from the Company to do so, to remedy the breach (such request to contain a warning of the Company’s intention to terminate).
12.2. This Agreement will automatically terminate once the Service of the End User has been fully utilised.
12.3. The Agreement may be terminated if:
12.3.1. any of the Parties appoint a receiver over any of its property or assets;
12.3.2. any of the Parties make a voluntary arrangement with their creditors or become subject to an administration order;
12.3.3. any of the Parties enter into liquidation (except for the purposes of restructuring or amalgamation);
12.3.4. any of the Parties cease to carry on business.
12.4. Forthwith upon the termination of the Agreement, the End User shall return to the Company the System Documentation and all copies of the whole or any part thereof or, if requested by the Company, shall destroy the same and certify in writing to the Company that they have been destroyed.
12.5. Forthwith upon the termination of the Agreement, the End User shall cease to login to the System and securely destroy Access logins and certify in writing to the Company that they have been destroyed.
12.6. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of the Parties nor shall it affect the coming into force or the continuance in force of any provision in this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.
12.7. For the avoidance of doubt, there will be no refund of any monies paid by the End User to the Company and any remaining Service will be forfeited.
The Parties undertake to comply with the provisions of the Data Protection Act 1998 and any related legislation in so far as the same relates to the provisions and obligations of this Agreement.
This Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing signed by a duly authorised officer or representative of each of the Parties.
The Parties shall not issue or make any public announcement or disclose any information regarding this Agreement unless prior written consent has been obtained from all Parties.
This Agreement is personal to the Parties and neither this Agreement nor any rights, licences or obligations under it, may be assigned by any other Party without the prior written approval of the remaining Parties.
This Agreement supersedes all prior agreements, arrangements and undertakings between the Parties and constitutes the entire Agreement between the Parties relating to the subject matter of this Agreement. However the obligations of the Parties under any pre-existing non-disclosure agreement shall remain in full force and effect in so far as there is no conflict between the same. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.
The Parties shall not be liable for any delay or failure to perform any of its obligations under this Agreement if such failure is due to any circumstances beyond its control.
19.1. All notices under this Agreement shall be in writing.
19.2. Notices shall be deemed to have been duly given:
19.2.1. when delivered by Recorded Delivery during normal business hours of the recipient.
No delay, neglect or forbearance by any Party in enforcing this Agreement shall prejudice its rights. No waiver of any right or breach under this Agreement shall be effective unless in writing and signed by the Party making the waiver. Any such waiver shall not be constructed as a waiver of any other right or breach of this Agreement.
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from such Act.
The Parties will comply with all applicable laws, rules and regulations in respect of all activities conducted under this Agreement and hereby submit themselves to the jurisdiction of the English & Welsh Courts.