CONSUMERCHECK.COM - USER AGREEMENT
'Additional Group Companies’ means any company in which the Client has direct or indirect ownership of greater than 50% of the voting shares of the relevant company. A company shall only be an Additional Group Company for so long as the Client retains such ownership.
‘Callcredit’ means Callcredit plc of 1 Providence Place, Skipton, North Yorkshire, BD23 2HL.
‘Callcredit’s Agent’ means First Report Limited of Well Court, 14-16 Farringdon Lane, London, EC1R 3AU.
‘Callcredit’s Web Sites’ means all and any Internet web sites operated by Callcredit from time to time.
‘Client’ means the person or organisation that is applying to take Callcredit’s Services by agreeing to these terms and conditions.
‘Client Materials’ means all Client data and materials made available to Callcredit pursuant to this agreement including (without limitation) data input onto Callcredit’s databases by (or on behalf of) the Client as part of the Services.
‘Confidential Information’ means all trade secret and confidential or proprietary information of each party.
‘Data’ means all data, scores and other output and information provided by Callcredit as part of the Services.
‘Documentation’ means all user guides and other documentation provided by Callcredit to the Client in respect of the Services.
‘DPA’ means the Data Protection Act 1998.
‘Permitted Purpose’ means the Client’s internal business purposes in accordance with the search type purposes as set up on the Callcredit Services for use in accordance with the Regulations as described in Clause 6.2.
‘Services’ means Callcredit’s CallReport credit reference service.
‘Service Start Date’ means the date upon which the Services are first made available to the Client.
‘Software’ means all software utilised by or made available by Callcredit in connection with the Services.
‘Year’ means each period of twelve consecutive months commencing on the Commencement Date or any anniversary thereof.
This agreement shall be deemed to have commenced on the date that the Client clicks acceptance of these terms and conditions (the ‘Commencement Date’) and (subject to earlier termination in accordance with the provisions of clause 9) shall continue in effect for a period agreed between the Client and Callcredit’s Agent.
3 SUPPLY OF THE SERVICES
3.1 Callcredit shall use all reasonable care and skill in the provision of the Services.
3.2 Callcredit may from time to time change the form and content of the Services and/or upgrade or modify any of the methods used to access the Services.
4 USE OF THE SERVICES
4.1 Callcredit licences the Client to use the Services with effect from the Commencement Date and for the duration of this agreement for the Permitted Purpose. The Client shall not use the Services for any other purposes whatsoever.
4.2 The Client shall not sell, transfer, distribute or otherwise make the Services available to, or use the Services on behalf of, any third party other than to Additional Group Companies in accordance with Clause 4.3
4.3 The Services may be utilised by Additional Group Companies for their own internal Permitted Purposes provided that:
4.3.1 the Client shall procure that each of the Additional Group Companies shall grant the rights and comply with the obligations placed upon the Client pursuant to this agreement to the same extent as if each Additional Group Company had executed this agreement in its own right; and
4.3.2 the Client shall indemnify Callcredit against all costs, claims, demands and expenses arising out of or in connection with any claims made against Callcredit by any Additional Group Companies arising as a result of this agreement, however (subject to the provisions of Clause 8) the Client shall be entitled to bring a claim against Callcredit in respect of such costs, claims, demands and expenses incurred by any Additional Group Companies which, for the purposes of this Clause 4.3.2 shall be deemed to be costs, claims, demands or expenses of the Client.
5.1 Title, copyright and all other intellectual property rights in the Services including without limitation the Data (other than the Client’s own data as provided to Callcredit) shall at all times remain vested in Callcredit (or its third party licensors) and the Client shall acquire no rights whatsoever therein save as expressly provided in this agreement.
5.2 Title, copyright and all other intellectual property rights in the Client Materials shall at all times remain vested in the Client and Callcredit shall acquire no rights whatsoever therein save as expressly provided in this agreement.
5.3 The Client grants to Callcredit:
5.3.1 A non-transferable, non-exclusive license to use and copy the Client Materials to enable Callcredit to carry out its obligations under this agreement; and
5.3.2 A non transferable, non-exclusive, perpetual license to incorporate the Client Materials into Callcredit’s databases for the provision of Callcredit’s services.
6 COMPLIANCE WITH LAWS
6.1 Callcredit and the Client shall at all times in respect of the subject matter of this agreement comply with all applicable laws, regulations and rules having equivalent effect including without limitation the Regulations (as hereinafter defined).
6.2 The Client acknowledges that the supply of the Services by Callcredit and use thereof is governed by various statutes regulatory requirements, codes of practice and guidelines relating to the use, provision and sharing of personal data, including without limitation, the DPA, the Principles of Reciprocity (being the rules (as amended from time to time) established by the Steering Committee on Reciprocity which govern the use of shared data in the credit industry) and the Representation of the People (England and Wales) (Amendment) Regulations 2002 (collectively ‘the Regulations’) and that the Regulations may change from time to time. The Client agrees that Callcredit may cease providing the whole or part of the Services (without liability) if necessary in order to enable Callcredit to comply with the Regulations.
6.3 The Client is responsible for ensuring that it retains sufficient records and audits in respect of data utilised and searches made in respect of the Services as may be required by any regulator from time to time. Callcredit is not responsible for retaining such information.
Each party shall in respect of the other party’s Confidential Information keep the Confidential Information in strictest confidence and not to make the same available to any third party and only use the Confidential Information for the purposes of this agreement and ensure that only those of its employees who need to know have access to the Confidential Information.
8.1 The Client acknowledges (i) that the Data is supplied to Callcredit by third parties over whom Callcredit has no control and (ii) that where Data or information is transferred over the Internet it may be subject to interference by third parties. Therefore subject always to Callcredit’s obligations under clause 3.1 Callcredit can make no warranties as to the accuracy of the Data nor the suitability of the Data for any specific purposes. The Client must satisfy itself that the Services are suitable for its own purposes.
8.2 Callcredit shall not be liable for any indirect or consequential loss or damage arising out of or in connection with this agreement or its subject matter even if Callcredit had notice of the possibility of such loss.
8.3 Callcredit shall not be liable for any loss of business, loss of profits, loss of use, loss of anticipated savings, loss of reputation, loss of goodwill or business interruption or increase in bad debt arising out of or in connection with this agreement or its subject matter even if Callcredit had notice of the possibility of such loss.
8.4 Callcredit's entire liability in respect of all claims arising out of or in connection with this agreement or its subject matter in any Year shall not exceed an amount equal to the sums paid or payable to Callcredit’s Agent by the Client in respect only of the Services as defined in this agreement during that Year.
8.5 Notwithstanding any other term of this agreement, Callcredit does not limit or exclude liability for death or personal injury arising from its negligence.
8.6 Except as expressly provided in this agreement, all conditions and warranties or terms of equivalent effect whether express or implied (by statute or otherwise) are excluded to the fullest extent permitted by law.
9 SUSPENSION & TERMINATION
9.1 Callcredit may suspend the Services in response to or in compliance with any law, statute, legislation, order, regulation or guidance issued by government, a court of law, an emergency service or any other competent regulatory authority or if the security processes set up to protect the Services are breached in any way.
9.2 Either Callcredit or the Client may terminate this agreement immediately on notice if:
9.2.1 the other commits any material breach of this agreement and such breach (where capable of remedy) is not remedied to the non defaulting party’s reasonable satisfaction within 14 days of notice specifying the breach and requiring its remedy; or
9.2.2 in respect of the other a resolution is passed or an order is made for winding up (save for the purpose of a bona fide reconstruction or amalgamation);or
9.2.3 in respect of the other an administration order is made, or a receiver or administrative receiver is appointed over any of its property or assets; or
9.2.4 the other is dissolved or is insolvent or would be taken to be insolvent under section 123 of the Insolvency Act 1986.
9.3 Callcredit may terminate this agreement without notice at any time if Callcredit’s agreement with Callcredit’s Agent in respect of the subject matter of this agreement terminates for any reason or if the Client’s agreement with Callcredit’s Agent in respect of the subject matter of this agreement terminates for any reason.
9.4 On termination of this agreement for whatever reason, the Client shall:
9.4.1 as soon as reasonably practicable delete all electronic copies and destroy all physical copies of any Data in its possession or control except for the Data which it is required to keep by law; and
9.4.2 return to Callcredit all assets which Callcredit has provided for the purposes of this agreement including without limitation the Software and the Documentation and any other materials provided by Callcredit relating to the Services (and all copies thereof); and
9.4.3 provide Callcredit with a certificate of compliance with the provisions of this clause signed by a duly authorised officer.
9.5 Termination is without prejudice to any antecedent breach or to any continuing obligation
10 FORCE MAJEURE
Neither party shall be liable to the other for any delay or non-performance of its obligations under this agreement arising from any cause beyond its reasonable control including (without limitation) any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion, industrial action, or failure in telecommunications service.
Any amendment, modification, variation or supplement to this agreement must be made in writing and signed by an authorised signatory of each party.
12 ASSIGNMENT AND SUB-CONTRACTING
12.1 Either party is entitled to sub-contract the performance of any of its obligations under this agreement provided that such party shall be liable for its obligations under this agreement to the same extent as if it had carried out the work itself.
12.2 Neither party may assign, transfer or otherwise make over any part of this agreement without the prior written consent of the other (such consent not to be unreasonably withheld or delayed).
If any provision of this agreement is found to be illegal or unenforceable by any court of competent jurisdiction then that provision shall be deemed to be deleted, but without affecting the remaining provisions.
Nothing in this agreement constitutes a partnership between the parties, and neither party is deemed to be the agent of the other for any purpose whatsoever. Neither party has the power or authority to bind the other or to contract in the name of the other party.
15 ENTIRE AGREEMENT
This agreement sets out the entire agreement between the parties and supersedes all oral or written agreements, representations, understandings or arrangements, relating to its subject matter. Neither party seeks to exclude liability for any fraudulent pre-contractual misrepresentation upon which the other party can be shown to have relied.
Failure by either party to exercise or enforce any rights available to that party or the giving of any forbearance, delay or indulgence is not to be construed as a waiver of that party’s rights under this agreement.
17.1 Any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time.
All notices made pursuant to this agreement must be in writing an must be sent to the registered office or main trading address of the recipient.
19 GOVERNING LAW
This agreement shall be construed in accordance with English Law. Callcredit and the Client agree to submit to the non-exclusive jurisdiction of the English Courts.
20 THIRD PARTY RIGHTS
The parties confirm their intent not to confer any rights on any third parties by virtue of this agreement.
21.1 The Client shall pay Callcredit’s fees and charges in place from time to time to Callcredit’s Agent which fees will be specified by Callcredit’s Agent under an agreement between Callcredit’s Agent and the Client. Payments made to Callcredit’s Agent pursuant to this agreement shall be deemed to have been made to Callcredit.
21.2 VAT is payable by the Client at the prevailing rate on all sums due under this agreement.
ConsumerCheck and ConsumerCheck.com are trading styles of First Report Limited ("First Report Ltd" - which definition shall also include any person, firm or organisation providing financial or credit data or information to First Report Ltd) provides its information services ("Services" - which definition shall also include this Web site and all the information and data provided to you via this Web site) to you subject to the following notices, terms and conditions ("Terms")
BY USING THE SERVICES YOU ARE DEEMED TO HAVE ACCEPTED ALL OF THE NOTICES, TERMS AND CONDITIONS THAT APPEAR BELOW AND AGREED TO BE BOUND BY THEM. YOU MAY NOT USE THE SERVICES IF YOU DO NOT ACCEPT THESE TERMS.
First Report Ltd reserves the right to modify all or any part of these Terms or make changes to the Services or to withdraw the Services or any part of them at any time at its own discretion and without notice to you.
It is therefore recommended that you revisit these Terms regularly so that you are aware of the Terms in force at any particular time. You will be deemed to be bound by those Terms prevailing at each time that you use the Services and each such use shall be a separate, discrete transaction based on the then prevailing Terms.
Any service messages which may occasionally be published (other than price and product revisions) and any statements or timings provided by any staff or help menu are intended for informal guidance only and do not form part of your contract with First Report Ltd
Warranties, Liability and Disclaimers
First Report Ltd provides the Services to you on an "as is" basis. First Report Ltd has made efforts to ensure that the information contained in the Services is accurate but does not give any warranty, guarantee or other term or representation of any kind, either express or implied, as to the completeness or accuracy of any such information or the credit worthiness or otherwise of any person, firm, company or other organisation referred to in the Services. First Report Ltd can make no warranties as to the suitability of the Services for any specific purposes.
All material provided through the Services is for informational purposes only and must not be interpreted as an endorsement or otherwise of any specific person, firm, company or other organisation by First Report Ltd. The Services are intended to provide one source of information; you should not rely exclusively on the Services but should make your own independent enquiry. In entering into any contract or other arrangement with any person, firm, company or other organisation referred to in the Services, you warrant that the you have taken all such steps as you shall consider necessary or appropriate to verify the credit worthiness or otherwise of such person, firm, company or other organisation. You are advised to exercise the standard of care in selecting or contacting any person, firm, company or other organisation from the Services as would be appropriate in selecting or contacting any other person, firm, company or other organisation with whom you have not previously dealt. The Services neither offer nor purport to offer any advice on any subject, and nothing contained in the Services is intended to be given or taken as advice on any subject.
The Services shall be provided in such manner at such times and in such places as First Report Ltd shall from time to time in its absolute discretion determine. First Report Ltd reserves the right to modify, alter the nature of or discontinue the Services or any part of the Services without notice.
First Report Ltd shall not be liable for any typographical or other errors or omissions in the Services.
Except as may be specifically stated herein, to the fullest extent permitted by applicable law, in no event shall First Report Ltd, nor any of its directors, employees or other representatives be liable for any damages, loss or claim of any kind howsoever arising out of or in connection with the use of the Services including (without limitation) compensatory, direct or indirect, special, punitive, consequential or exemplary damages, lost profits, lost sales or business, lost data or inability to use data, loss of or damage to property and claims of third parties irrespective of whether First Report Ltd or any of its directors, employees or other representatives has been informed of, knew of, or should have known of the likelihood of such damages. This limitation applies to all causes of action including (without limitation) breach of contract, breach of warranty, negligence, strict liability, misrepresentation and other torts, although First Report Ltd does not seek to limit its liability for death or personal injury caused by their negligence.
If First Report Ltd’s limitation of liability set out in this agreement shall for any reason whatever be held unenforceable or inapplicable in whole or in part, or in the event that a judgment is awarded against First Report Ltd arising out of your use of the Services (other than in the case of death or personal injury) you hereby agree that First Report Ltd’s entire liability to you or anyone claiming through you, whether in tort or contract, arising out of any one incident or series of connected incidents shall in any event not exceed £2,000 in aggregate or three times the cost of all Reports you have purchased from First Report Ltd in the 12 months preceding the date of any claim, whichever is the higher.
By their very nature, some of the facts or opinions you receive from the Services may be open to dispute, particularly by the subject company or its directors, or considered damaging or defamatory. If you breach any of the terms set out in these Terms and Conditions relating to the use of or dissemination of information from the Services, you agree to indemnify in full First Report Ltd against all liabilities, claims, costs and expenses which they may incur as a result.
Restrictions on Use of the Services
THIS SERVICE IS NOT TO BE USED BY ANY ORGANISATION OR PERSON FOR THE PURPOSE OF SEARCHING THEIR OWN CREDIT FILE OR TO OBTAIN A CREDIT REPORT ON THEMSELVES OR ON BEHALF OF ANOTHER PERSON. USE OF THIS SERVICE FOR THIS PURPOSE IS EXPRESSLY PROHIBITED. CONSUMERS WHO WISH TO SEE THEIR OWN CREDIT FILE MUST MAKE THE APPROPRIATE APPLICATION AS SPECIFIED BY THE DATA PROTECTION ACT DIRECTLY TO THE DATA PROVIDER 'CALLCREDIT'. THIS SERVICE CAN ONLY BE ACCESSED BY USERS WITH THE APPROPRIATE CONSUMER CREDIT LICENCE. IF YOU OPEN AN ACCOUNT AND DO NOT HAVE THE NECESSARY DATA PROTECTION REGISTRATION YOUR ACCOUNT WILL BE CLOSED AND YOU AGREE THAT ANY CREDIT PURCHASED IS NOT REFUNDABLE. YOU FURTHER AGREE THAT YOU WILL BE LIABLE FOR ALL ADMINISTRATIVE COSTS FOR CLOSING YOUR ACCOUNT IF IT HAS BEEN IMPROPERLY OPENED FOR THE PURPOSE OF ATTEMPTING TO ACCESS OUR SYSTEM WITHOUT HAVING THE APPROPRIATE AUTHORITY REQUIRED.
You confirm that you are registered under the Data Protection Act 1998 for the purposes of accessing and holding information about individuals for the purposes of assessing credit worthiness. You confirm that in accordance with the requirements of the Data Protection Act 1998, if the subject of your search is not a Limited company, it is your standard practice to notify the subject as to the purpose of the search and to obtain the subject's consent to a search being carried out with a credit reference agency which will keep a record of that search and will share information with other businesses. This includes any occasions when you may be making enquiries about the principal directors of a Limited company with a credit reference agency. You understand and agree that if at any time your Data Protection registration is allowed to lapse or is discontinued that you shall not access or attempt to access personal data from this or any other First Report Ltd Limited service.
We may make a search with a credit reference agency, which will keep a record of that search and will share the information with other businesses. We may also make enquiries about the principal directors with a credit reference agency.
When using the service to conduct a search, you agree to use the service only for the purpose which you have stated as your reason for conducting the search and you may not conduct a search for any other purpose.
You are entitled to use the information on the Services for your own private personal use only. You may electronically copy and print in hard copy portions of the Services solely for your own private personal use. You may not use the Services or any part or copy of the Services for any commercial purposes. Any use or reproduction of the Services or any part of the Services (other than private personal use), or any modification, distribution, communication or republication of the Services or any part of the Services without the prior written permission of First Report Ltd is strictly prohibited.
When Credits are purchased or a prepayment is made for our services it is understood that Credits or prepayments are not refundable and can be used to obtain our services for a maximum of 12 months from the date of purchase.
The data, information and material contained in the Services, all Web site design, text and graphics and the selection and arrangement thereof and all software used to operate the Services and the trademarks, logos and other intellectual property used in connection with the Services are the property of First Report Ltd. No licence of any such intellectual property rights is granted to you as a result of your use of the Services. Other product and company names mentioned in the information provided in the Services may be the trademarks of their respective owners.
This agreement constitutes the entire agreement and understanding between First Report Ltd and you. It supersedes any previous agreement or understanding and may not be varied except in writing between us. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
Any notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
No failure or delay by either party in exercising any of its rights under this agreement shall be deemed to be a waiver of that right, and no waiver by either party of any breach of this agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of this agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this agreement and the remainder of the provision in question shall not be affected.
Any dispute arising under or in connection with this agreement or the Services shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of The British Computer Society in accordance with the rules of The British Computer Society.
This Agreement shall be governed and construed in all respects in accordance with English law and the parties irrevocably agree to submit to the sole and exclusive jurisdiction of the English Courts. The Services are not directed at people in any other country and should not be relied upon by people of any country other than the United Kingdom. You are responsible for compliance with the laws of your local jurisdiction regarding the use of the Services.