Terms and Conditions
Terms and Conditions
1 ENTIRE AGREEMENT AND PERIOD.
1.1 These Terms and Conditions apply to the provision of commercial and consumer credit, financial, and operational data, management and other related services provided by the Supplier to the Customer. Unless expressly agreed in writing by the Supplier, the Agreement and the Terms and Conditions together constitute the entire agreement between the parties as to the subject matter hereof and supersedes all prior understandings, representations, or communications, whether written or oral, as to the subject matter of the Agreement. No variation of or waiver of or amendment to the Agreement or the Terms and Conditions shall be binding on the Supplier unless agreed in writing by a Director on its behalf.
1.2 Any provision of this or any Agreement which is unenforceable under any applicable law shall not affect the remaining provisions. No waiver or forbearance by the Supplier (whether express or implied) in enforcing any of its rights under this or any Agreement shall prejudice its rights to do so in the future
1.3 By signing the Customer Agreement Form, or by accessing or using the service, the Customer accepts the content of this Agreement. Unless otherwise stated in the Terms and Conditions, where the terms of the Agreement Confirmation conflict with the Terms and Conditions, the Terms and Conditions shall take precedence.
1.4 This Agreement shall be in force from the date stipulated in the Customer Agreement Form. From time to time the Supplier may make alterations to the services and will take reasonable steps to inform the Customer with as much advance notice as possible.
1.5 This Agreement entitles the Customer to access and retain the Service for the purposes detailed in this Agreement and for the duration of the Agreement only. At the end of this minimum period, the ownership of the Service and ensuing rights shall revert to the Supplier.
THE FOLLOWING EXPRESSIONS SHALL HAVE THE FOLLOWING MEANINGS:
Agreement means this, or any other Agreement, each of which shall incorporate these Terms and Conditions and any other special Terms and Conditions agreed in writing by the Customer and the Supplier.
Customer means any individual, firm, partnership, company or organisation or any other undertaking, which orders or receives from the Supplier any Credit Information or any other service as detailed herein. The name and other details of the Customer are identified within the Agreement.
Supplier means Credit Assist Ltd, Registered in England number 05002999.
Contributors means any party who owns or provides any of the data content or information, which is made available under this, or any Agreement. The identities of Contributors are made available on written request.
Credit Information means any credit report or other business information of any kind supplied by the Supplier under this or any Agreement.
Points means one or more points of such value in sterling or Euro as the Supplier shall specify that may be purchased by the Customer and used in payment for the services provided by the Supplier.
Start Date means the date at which the Customer can start using the Supplier's solution.
Invoice Plan means a Customer who wishes to pay for the use of the Supplier's solution via invoice as and when they wish to purchase Points.
Payment Plan means a customer who wishes to pay for the use of the supplier solution via Direct Debit or Standing Order
2.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party except as permitted by clause 2.2
2.2 Each party may disclose the other party’s confidential information:
2.2.1 To its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with clause 2.
2.2.2 And as may be required by law, court order or any governmental or regulatory authority.
2.3 The Customer shall not identify the Supplier or the Contributors as a source of reference except with the prior written consent of a director of the Supplier
3 LIABILITY AND INDEMNITY
3.1 The Customer undertakes to use any Credit Information supplied by the Supplier or its Contributors only for general information and not as the basis for making any business or other decision. The Supplier and its Contributors shall not be liable for any loss or damage whatsoever as a result of the Customer's use of the Credit Information, its reliance on any advice or opinions expressed therein including any loss suffered by the Customer as a result of any claim by the subject of any such Credit Information arising from refusal of credit to its customers or other third parties or for any reason howsoever arising.
3.2 Credit Information provided to the Customer may in whole or part represent, be compiled from or contain expressions of advice or opinion based on data supplied by Contributors, the accuracy or completeness of which the Supplier is unable to verify. Neither the Supplier nor its Contributors warrant or guarantee the accuracy or completeness of any Credit Information provided to the Customer or the validity of any advice or opinion contained therein nor do they make any representation in respect thereof and they accept no liability for any errors or omissions therein.
3.3 All times and dates quoted for delivery of any Credit Information are estimates only and the Supplier and its Contributors shall not be liable for any liability, loss or damage arising from the delay or failure of themselves or their officers, employees or agents in procuring, presenting, communicating or otherwise providing any Credit Information. The Customer undertakes at all times to exercise its own judgement in the use of data provided by the Supplier and its Contributors, and shall be solely liable for all consequential opinions, recommendations, forecasts, comments, or actions taken.
3.4 The Customer hereby indemnifies the Supplier, its officers, employees, agents or associates and its Contributors from and against any liability, loss or damage whatsoever (including costs and any necessary payments made in order to settle or compromise any claim) which it or they may suffer or incur directly or indirectly from any breach of any of the provisions of this or any Agreement by the Customer or by the Customer's employees or agents or by any other party acting through or with the Customer.
3.5 The Supplier's maximum liability under this or any Agreement shall be limited to the amount of the Supplier's invoice issued for the services.
4.1 The Credit Information made available to the Customer under this or any Agreement is the copyright property of the Supplier and its Contributors, except as expressly set out in this or any Agreement. All rights are reserved and the Customer shall not sell, rent out, disclose or sub-licence any part of any Credit Information without the written consent of the Supplier and its Contributors in each instance.
4.2 The Customer acknowledges that any and all of the copyright, trademarks, and other intellectual property rights subsisting in or used in connection with the service provided by the Supplier, are the property of the Supplier or a Contributor (as the case may be) and the Customer shall not during or at any time after the expiry or termination of the Agreement in any way question or dispute the ownership the Supplier or a Contributor (as the case may be) of any such rights.
4.3 The Customer is not permitted and will not allow any third party to adapt, alter, modify, reverse engineer, de-compile, or otherwise interfere with any element of the Service without the Supplier’s written permission.
4.4 The Supplier and the Customer agree that Contributors relied upon will be entitled to have full benefit under The Contracts (Rights of Third Parties) Act 1999. All those provisions having a bearing on the use of their information and on the rights and liabilities arising out of such use including, but not limited to, those provisions of this or any Agreement in which there appear references to "Contributors".
5 CHARGES, PAYMENT AND AUTOMATIC RENEWAL
5.1 The fee payable by the Customer shall be in accordance with the Supplier's quoted rate from time to time for the service provided. The fee is exclusive of VAT, which shall be due at the rate prevailing at the date of the Supplier's invoice.
5.2 If the Customer is based and registered in Ireland, the Customer must provide the Supplier with a valid VAT registration number, which will be verified by the Supplier, and if this Ireland VAT number is not valid then VAT will be applied at the UK VAT rate prevailing at the date of Supplier’s invoice.
5.3 The Customer has two payment options, either by way of invoice (Invoice Plan) or by way of Direct Debit/Standing Order (Payment Plan)
(a) For Invoice Plan customers, payment of the Agreement Value and VAT shall be due within 14 days from the date that the invoice is issued unless otherwise stated in the Customer Agreement Form, to take place no earlier than the Start Date, and shall be paid in full without deduction or set off. If the Agreement is automatically renewed, this will be on the same commercial terms and minimum period as the previous agreement.
(b) For Payment Plan Customers, this Agreement will last for the Minimum Period and will then continue after the Minimum Period until it is cancelled on any repeat Agreement anniversary date thereafter. The Customer can cancel this Agreement at the end of the Minimum Period, giving 7 days notice in writing, or on the anniversary of the automatic renewal date.
(c) The Customer may terminate this Agreement before the end of the Minimum Period by giving Supplier three months written notice of termination AND paying the Supplier ALL the outstanding monthly payments (Termination Payment) up to the end of the Minimum Period.
5.4 Payment is strictly due in full within 14 working days unless otherwise stated in the Customer Agreement Form, otherwise interest at 5% over FHBR (Finance House Base Rate) will be charged from invoice date. There is a standard charge of £40 for failed payments.
5.5 Prepayments made by the Customer for Points to access UK/Ireland business information (either by way of Invoice Plan or Payment Plan) shall be valid only for the duration of the contract minimum period term and any unused points become obsolete and cannot be used. Any amendments to this condition are at the sole discretion of the Supplier and should be stipulated in the agreement.
5.6 International reports (providing details of companies based outside the United Kingdom and Ireland) are provided on a subject to availability basis, and the countries from which reports are available may vary throughout the course of the term of this Agreement. International reports outside of UK and Ireland are charged separately to the points system used for UK and Ireland reports, and can be either be prepaid in accordance with the Invoice or Payment plan, or invoiced monthly in arrears according to usage. Commercial terms for both UK/Ireland and International reports must be stated in the Agreement. Due to the different legal filing legislation around the World, it may be necessary to conduct bespoke reports in some countries where information is not readily available.
5.7 This Agreement is subject to an automatic renewal process in order to ensure the Customer does not lose continuity of service. If the Customer does not wish the Agreement to be automatically renewed on the same basis as the previous minimum period, then the Customer must provide written confirmation to the Supplier at least 30 days before the end of the Agreement minimum period. The Supplier will endeavour to contact the Customer by telephone or email before the Agreement ends in order to discuss the basis of renewal. If contact has not been possible and notice has not been provided by the Customer to cease the automatic renewal, then the Supplier will send the Customer an invoice for the next minimum period of service, which will be on the same commercial terms and service length as the previous Agreement term.
6.1 The Supplier may terminate this or any Agreement with immediate effect or decline to provide any Credit Information at any time if:
(a) The Customer fails to pay any invoice for the Supplier's charges under this or any Agreement.
(b) The Customer fails to remedy any breach of this or any Agreement within 30 days of receipt of notice of that breach.
(c) The Customer becomes insolvent or ceases to pay its debts as they fall due, or ceases in business, or goes into receivership or voluntary liquidation, winding up or bankruptcy proceedings are commenced in respect of it.
(d) The Supplier is for any reason unable to continue supporting the service (or any part of it) or making it available to the Customer.
6.2 As from the effective date of termination of this or any Agreement in any circumstances, the Supplier may refuse the Customer access to the databases and the Supplier may take steps to invalidate the Customer's password and thereby prevent access but otherwise termination will not affect the Supplier's entitlement to invoice and be paid for charges accrued under this or any Agreement or any other right or remedy which either party may have against each other.
7 FORCE MAJEURE
7.1 The Supplier shall not have any liability to the Customer in respect of any failure to carry out or any delay in carrying out its obligations under this Agreement attributable to any cause or whatever nature outside its reasonable control, including (without limitation) terrorism, Act of God, war, riot, strike, lockout, industrial action, fire, flood, drought, tempest, change in the law, lack of electrical or other power or failure, malfunction, or overload in telecommunications or computer facilities or the internet.
8.1 The Customer shall maintain adequate security measures to protect the integrity and security of user ID’s and passwords issued by the Supplier. This shall include (but not be limited to) the Customer limiting access to those employees who either have a need to know or are engaged in the use of the Supplier’s ID’s and passwords. The Customer must impress upon such employees the fact that the user ID’s and passwords are confidential information. The Customer shall not (and shall procure that its employees and agents shall not) under any circumstances disclose the user ID’s and passwords to any third party. The Customer will be liable for any abuse or misuse of user ID’s and passwords or security breaches resulting from the Customer’s (or its employees’ or agents’) failure to comply with conditions stated within this section.
9.1 The Supplier and the Customer agree that the data provided by the usage of the system can be used internally within the Supplier for marketing and analysis operations.
9.2 This Agreement shall be governed by, and construed in accordance with, English law which shall be the proper law of this or any Agreement and both parties hereby submit to the exclusive jurisdiction of the English courts.
9.3 The failure of the Supplier to exercise or enforce any right or provision or this Agreement shall not constitute a waiver of such a right. The service is subject to availability. Should any third party data become unavailable to the Supplier, the Supplier shall be entitled to obtain a similar service from another third party supplier.
9.4 All requests received under the Consumer Credit Act or, where appropriate, the Data Protection Act shall be referred to the Supplier. Nothing in this or any Agreement shall prevent or hinder either the Supplier or the Customer from complying with their respective obligations as to disclosure or otherwise in connection with the aforementioned Acts.
9.5 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain.
9.6 Headings are included for ease of reference only and shall not affect the interpretation of these conditions
9.7 The Supplier may assign both the benefit and burden of this Agreement
9.8 The Customer shall not do anything to harm the reputation of the Supplier.
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