These are our terms and conditions, where we've tried to make it as easy to understand as possible. We've summarised the key points, but if you really want to read all the legal terminology then you can do so by clicking on the appropriate links.
Thanks for choosing our product. By doing so you're agreeing to these terms and conditions, which we need to share with you as it effectively is an agreement between you and us. Our official name is Ormsby Street and we're registered as a company (No. 08853346) at 130 Old Street, London, EC1V 9BD. If you have any questions about any of this then you can drop us an email at email@example.com
Terms & Conditions
Thank you for choosing CreditHQ.
You have the right to use CreditHQ in accordance with these terms and conditions.
The provision of CreditHQ is governed by these terms and conditions and form an agreement made between you and Ormsby Street Limited a company registered in England and Wales (company number 08853346) whose registered office is at 130 Old Street, London EC1V 9BD (the "Supplier" or "us" or "We") (the "Agreement").
If you have any questions, then please need any help or are unsatisfied in any way with CreditHQ, you should contact us by e-mail at firstname.lastname@example.org.
1. Agreement with Us
These terms and conditions are important. Please read them carefully and in their entirety as they set out our commitments to You ("Customer" or "You") and your commitments to us.
You must read, accept and thereafter adhere to these terms and conditions in order to use the Services. These terms and conditions may be updated from time to time by us.
Important Note: CreditHQ is supported by Third Party Product Providers. Additional terms and conditions directly between You and Third Party Product Providers apply in relation to particular aspects of CreditHQ.The definitions of interpretation in this clause apply in this Agreement
As we've mentioned, if you're signing up to use our services then you've agreed to these terms. Once you've said you want to use the service we'll let you know once we're ready for you to use it, and from that point this agreement is in place and will continue until either you or us cancel the service as described in these terms. Of course, if you change your mind you have 10 business days from when the service started to cancel which you should do by contacting email@example.com. We'll then either give you a refund or offer you a credit note.
2. Acceptance of Orders, Duration & Cooling Off
2.1 The Customer must place an Order to subscribe for the Services in accordance with the CreditHQ Terms.
2.2 Once an Order has been placed by the Customer and submitted to the Supplier (as described in the CreditHQ Terms), the Supplier will notify the Customer in writing (which includes by email) once the Order has been accepted and the Services are available.
2.3 This Agreement will become binding on the Customer and the Supplier on the Effective Date and shall continue on a monthly basis until terminated by either party pursuant to Clause 13.1.1 (the "Subscription Term").
2.4 The Customer may cancel an Order after it has been accepted by contacting CreditHQ Support within ten (10) Business Days of the Effective Date. If the Customer does so (provided that minimal use has been made of the Services) the Supplier will provide the Customer with either (at its option) a credit note or a refund for any Subscription Charges paid in relation to that cancelled Order. As the Services will start immediately after an Order is accepted, the Customer acknowledges that it will not have other statutory rights to cancel an Order.
Once you've signed up to use the services as per this agreement then we give you the right to access the services. We offer this service to other people so you won't have exclusive use of it, and you can't give your usage rights to anyone else.Over time we may well change the service for a variety of reasons, either by amending bits, taking bits out, or adding new bits, but for anything major we'll give you a full 30 days notice of the change. If our partners change any of their services that we use that'll be covered by their terms and conditions as we can't be held responsible for what they do.When you sign up you are permitted to have a specific number of user subscriptions and at no point should you go over this number unless you purchase more subscriptions. If you do have more users than you're entitled to, we have the right to remove your access to the service.
It's your responsibility to remember any passwords you need to access the service, so make them so only you know them, so they can't be guessed easily and change it regularly. If you know of someone gaining unauthorised access to the service just let us know at firstname.lastname@example.org
You should try not to transmit any computer viruses and the like which might be discriminatory, unlawful, harmful, threatening, obscene, or offensive, or which facilitate or promote such things. If you do then we'll more than likely remove your access to the service.
You agree to not copy, distribute or resell any part of our service, or try and reverse engineer it. You also won't access the service to then try and provide a competitive service to ours, or use it to service other people.
You won't be allowed to help other people access the service other than by advising them to sign up properly, and you are agreeing to use your reasonable endeavour in preventing unauthorised access to the service, but if you identify this happening then you'll let us know as soon as you can.
All of these rights we're giving to you and your authorised users, and not anyone else.
3. User Subscriptions
3.1 Subject to the Customer purchasing the User Subscriptions in accordance with this Agreement, the restrictions set out in this Clause 3 and the other terms and conditions of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to access and use the Services during the Subscription Term within the Territory solely for the Customer's internal business operations.
3.2 The Supplier reserves the right to vary, amend, remove, replace or add to the Services forming part of CreditHQ at any time by providing not less than 30 days prior written notice to the Customer.
3.3 In relation to the Authorised Users, the Customer undertakes that:
3.3.1 the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time;
3.3.2 it will not allow or suffer any User Subscription to be used by more than one (1) individual Authorised User unless it has been reassigned in its entirety to such another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;
3.3.3 each Authorised User shall keep a secure password for their use of the Services, that such password shall be changed no less frequently than quarterly and that each Authorised User shall keep their password confidential;
3.3.4 it shall permit the Supplier and its authorised agents at all reasonable times to enter upon any premises of the Customer for the purpose of auditing the Services and ascertaining whether the provisions of this Agreement have been and are being complied with by the Customer and to allow the Supplier to take copies of the Customer's records and books of account (provided that such access does not (i) result in the Customer being in breach of any obligation it has to a third party, or (ii) result in the disclosure to the Supplier of confidential financial information of the Customer, which is not reasonably required by the Supplier). Such audit may be conducted no more than once per quarter (with each party being responsible for its own costs), and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business. These rights shall continue for a period of three (3) months following termination of this Agreement; and
3.3.5 if any of the audits referred to in Clause 3.3.4 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual (unless such individual later becomes an Authorised User).
3.4 The Customer shall use reasonable endeavours to procure that Authorised Users do not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
3.4.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
3.4.2 facilitates illegal activity;
3.4.3 promotes unlawful violence;
3.4.4 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
3.4.5 causes damage or injury to any person or property,
and the Supplier reserves the right, without liability to the Customer, to immediately disable the Customer’s access to any material that breaches the provisions of this Clause 3.
3.5 The Customer shall not:
3.5.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement, attempt to:
(a) copy, modify, duplicate, create derivative works from, frame, mirror, resell, republish, download, display, transmit, or distribute all or any portion of the Services (as applicable) in any form or media or by any means; or
(b) reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services;
3.5.2 access all or any part of the Services in order to build a product or service which competes with the Services;
3.5.3 use the Services to provide services to third parties;
3.5.4 subject to Clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
3.5.5 attempt to obtain, or assist third parties (except for Authorised Users) in obtaining, access to the Services, other than as provided under this Clause 3.
3.6 The Customer shall use reasonable endeavours to prevent any unauthorised access to, or use of, the Services via the User Subscriptions and, in the event it becomes aware of any such unauthorised access or use, promptly notify the Supplier upon becoming aware of such unauthorised access or use of the Services.
3.7 The rights provided under this Clause 3 are granted to the Customer (and associated Authorised Users) only, and shall not be considered granted to any subsidiary or holding company of the Customer or any other sub-contractor, supplier, employee or agent of the Customer.
We'll do all we can to make the service available 24 hours a day, 7 days a week, except for a) when we plan maintenance, which we'll try and do when the least amount of people are using the service, and b) when we need to do some maintenance which we hadn't planned but which is essential for the continued operation of the service.
We'll also do all we can to give you as much notice of any maintenance periods however, there may be times when we need to restrict use of the service, such as when:
We'll only do this if we believe what we're doing is right and we've told you that we're going to do it or have done it.
The service involves lots of statistical analysis, probability and predictive behaviour which gives business data but it isn't intended to be the only thing you use to make business decisions. We're not in a position to accept liability for any inaccuracy or incompleteness of the data or if you can't get the specific result you want from it.
4. Services and Availability
4.1 The Supplier shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this Agreement. The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:-
4.1.1 planned maintenance, which will normally be carried out during periods of low-use; and
4.1.2 emergency or unscheduled maintenance.
The Supplier shall use reasonable endeavours to give the Customer reasonable notice in advance of any maintenance periods.
4.2 The Supplier may also suspend or restrict the Customer's right to access and use the Services, if:-
4.2.1 there is any breach (whether material or not) or attempted breach of this Agreement by the Customer;
4.2.2 any Virus is, or may have been, introduced to the systems or data related to the Services;
4.2.3 the Supplier (in its absolute discretion) considers it is appropriate to protect any part of the systems or data related to the Services against any threat or damage; or
4.2.4 the operation of the Services is adversely affected or compromised by the Customer.
The Supplier shall not exercise its rights under this Clause 4.2 unless (acting reasonably) it considers that such suspension or restriction is justified. The Supplier shall, in so far as it is reasonably practicable, provide the Customer with advance notice of any such suspension or restriction. If the Supplier does not give the Customer prior notification of such suspension or restriction, it shall notify the Customer within a reasonable period thereafter.
4.3 The Services are not intended to be used as the sole basis for any business decision, and are based upon data which is provided by third parties, the accuracy and/or completeness of which it would not be possible and/or economically viable for the Supplier, or any Third Party Product Provider, to guarantee. The Services also involve models and techniques based on statistical analysis, probability and predictive behaviour. The Supplier (without prejudice to Clause 7.1) is therefore not able to accept any liability, for:
4.3.1 any inaccuracy, incompleteness or other error in the Data which arises as a result of data provided to the Supplier by the Customer or any third party; or
4.3.2 any failure of the Services to achieve any particular result for the Customer.
5. Customer Data
5.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier shall, in providing the Services, be entitled to use any Customer Data to the extent reasonably necessary and in doing so shall comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available here or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its reasonable discretion.
5.3 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this Agreement, the parties agrees the data supplied by the Customer is in the context of the business and the processing data is not directly related to any individuals. Further, the data processed is not to influence actions or decisions against any individuals. The Customer shall remain the Data Controller in this respect.
5.3.1 the parties shall comply with their respective obligations under the Data Protection Act 2018 ("DPA");
5.3.2 the Customer acknowledges and agrees that the personal data may, where necessary, be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located, in order to carry out the Services and the Supplier’s other obligations under this Agreement;
5.3.3 the Customer shall ensure that it is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer's behalf;
5.3.4 the Customer by using this Service confirms to have the valid legal basis for processing any personal data provided (if applicable) If you fail to have the valid legal basis for processing such data, you may be in breach of your legal obligations under the Data Protection Act and we shall not be obliged to provide the relevant part of the Services;
5.3.5 the Supplier shall not pass any Customer information, including Customer Data, to a third party (excluding our data partner or Atradius Collections Ltd) without the Customer's prior express consent;
5.3.7 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.4 In order to protect the integrity of the Customer Data used in connection with the Services, the Customer shall:
5.4.1 comply with the Supplier's reasonable instructions and guidelines relating to data security; and
5.4.2 not copy, interfere with and/or use in any unauthorised way any digital certificate, web certificate or any other security device provided by the Supplier (or any of its sub-contractors).
5.5 The Customer acknowledges and agrees that information on the Customer and its subscription status (which may include personal data) may be transferred to:
5.5.1 a Third Party Product Provider where the Customer wishes to use any aspect of the Service that it supports,
in connection with the Customer's subscription to the Services for operational purposes, analysing sales performance, and sales quality.
Our services use third parties in order to operate, and so any transactions you may have between yourself and the third party are between the two of you, and don't involve us. This means we also aren't liable for any direct or indirect losses incurred because of the third party, except where we've indicated in our liabilities clause. We've included information on our partner's terms & conditions below so that you can agree to them as well.
If there is any confusion between these terms and the third party terms then these terms take precedence.
6. Third Party Providers and Additional Terms
6.1 The Customer acknowledges that the Services may enable or assist the Customer to access the website content of, correspond with, and purchase products and services from, Third Party Product Providers. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant Third Party Product Provider, and not the Supplier.
6.2 Use of the Services is subject to the Customer reading, accepting and complying with, the terms and conditions relating to the products and services supplied by Third Party Product Providers (as applicable to the relevant products and/or services ).
6.3 The terms applicable to the Third Party Product Providers products and/or services accessible through CreditHQ are linked below.
6.4 The Customer acknowledges to the Supplier and agrees that certain products and/or services which comprise the Services are supplied by Third Party Product Providers. As such, the Customer expressly acknowledges to the Supplier and agrees that the Supplier shall have no liability to the Customer for any losses (whether direct or indirect) incurred in connection with this Agreement, except pursuant to Clause 12 to this Agreement.
6.5 In the case of conflict or ambiguity between any terms and conditions for use of products and/or services entered into between the Customer and a Third Party Product Provider and the remaining terms of this Agreement, the terms of this Agreement shall take precedence to the extent of any such conflict or inconsistency so far as it relates to the relationship between the Customer and the Supplier.
6.6 The Customer's continued use of the Services is subject to compliance with this Agreement and all additional terms and conditions as are referred to in this Agreement.
We promise to do our job carefully, but occasionally there might be errors or breaks in the service, for which we are sorry but which we can't avoid (or else we would have done). We'd hope that our third party providers also do their job carefully, but we can't promise this as we can't control everything so they'll have to cover any warranty on their bits.
We'd also hope that the internet continues to operate nice and quickly, but as we don't control that then we can't be held responsible for it going slow, or preventing you from using the service.If we need licences to provide the service then we'll make sure they're in place.Having said all that, if you don't do all the things you're supposed to do under this agreement then we have the right to not provide the service. It's a two way thing.
7. Supplier's Obligations and Warranties
7.1 The Supplier warrants to the Customer that the Services will be performed with reasonable skill and care.
7.2 The warranties provided in Clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or any other party acting on the instructions of the Supplier. Notwithstanding the foregoing, the Supplier:
7.2.1 does not warrant that the Customer's use of the Services will be uninterrupted or error-free; nor that the Services, or the information obtained by the Customer through the Services will meet the Customer's requirements;
7.2.2 does not provide any warranty in relation to any products and/or services supplied by a Third Party Product Provider; and
7.2.3 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.3 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
7.4 The warranties in this Clause 7 shall not apply, and the Supplier shall not be under any obligation to provide the Services, in the event that the Customer does not perform its responsibilities under this Agreement in a timely and efficient manner, and such lack of performance directly impacts upon such related Supplier warranty and / or obligation.
It's not all about us, so you need to agree to:
8. Customer's Obligations
8.1 The Customer shall:
8.1.1 only use the Services for business related activities (and for the avoidance of doubt the Customer shall not use the Services for any purposes which are outside its business);
8.1.2 pay the relevant User Subscriptions;
8.1.3 provide the Supplier with such information as may be reasonably required by the Supplier in order to render the Services, including but not limited to Customer Data, security access information and configuration services;
8.1.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
8.1.5 use reasonable endeavours to procure that the Authorised Users use the Services in accordance with the terms and conditions of this Agreement and the Customer shall be responsible for the acts and omissions of all Authorised Users (including any Authorised User’s breach of this Agreement);
8.1.6 notify the supplier promptly of any changes to Customer's details (including without limitation personal, contact and banking details) to allow the Supplier, amongst other things, to comply with applicable laws and ensure that any relevant payments under this Agreement have been made;
8.1.7 accept and adhere to each Third Party Product Provider's terms and conditions in relation to the applicable aspect of CreditHQ; and
8.1.8 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
Our service is intended for use by smaller businesses, so we maintain a fair use policy to ensure that you do not monitor more than 200 companies, or search for more than 50 companies per day, which seems reasonable for a small business.
We own the rights to delivering the service
We also own the intellectual property rights to the service, except where the third party owns their bits. You only get to use it, not own it.
You promise to not remove or modify any trademarks or copyrights, and you also won't do anything that is likely to affect our ownership of them.
9. Proprietary Rights
9.1 The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
9.2 The Customer acknowledges that all Intellectual Property Rights in the Services belong and shall continue to belong to the Supplier (or its licensors) and the Third Party Product Provider (or its licensors) (as the case may be), and the Customer shall have no rights in or to any of the Services other than the right to use them in accordance with the terms of this Agreement.
9.3 The Customer agrees that it will not, at any time, do or omit to do, anything which is likely to prejudice the Supplier's ownership (or the Supplier's licensor's ownership) of any Intellectual Property Rights.
9.4 The Customer agrees not to remove, suppress or modify in any way any proprietary marking, including any trade mark or copyright notice, on or in the materials of the Supplier (or any of its sub-contractors) and agrees to incorporate any such proprietary markings in any copies it takes of such materials.
As part of the service we'll both have access to confidential information. If it's in the public domain, or is already known by you or us, then it's not classed as confidential. But if it is confidential then neither party is allowed to share this with any other party, and should take the necessary steps in order to keep it confidential. This confidentiality will continue even after the termination of this agreement.
The legal definition of confidential includes things such as it becoming publicly known through other means, it already being in the other party's possession, or it being independently developed.
10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
10.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
10.1.2 was in the other party's lawful possession before the disclosure;
10.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
10.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.
10.2 Each party shall hold the other's Confidential Information in confidence and (unless and to the extent any disclosure is required by law, by any court of competent jurisdiction or by any regulatory or administrative body) not make the other's Confidential Information available to any third party (other than, in the case of the Supplier, to a Third Party Product Provider or sub-contractor such as Experian Plc (including any employee, agent or sub-contractor thereof) where necessary for delivery of the Services) or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
10.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
10.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
10.5 This Clause 10 shall survive termination of this Agreement, however arising.
If someone raises a claim against you relating to the services infringing UK patents, then we will defend you providing you give us prompt notice, you give us the sole authority to address the claim, and you cooperate with us to help defend the case.
We'll use every reasonable means to allow you to continue using the service, or if this isn't possible then we'll terminate this agreement within 5 business days and refund any monies owing under this agreement. However, this won't be true if the infringement relates to a third party provision, if the service has been modified by someone other than us, or if you haven't followed this agreement.
11.1 The Supplier shall, subject to Clause 11.2 and Clause 11.3, defend the Customer, its officers, directors and employees (including all Authorised Users) against any claim that the Services infringe any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment, compromise or settlement of such claims, provided that:
11.1.1 the Supplier is given prompt notice of any such claim;
11.1.2 the Customer provides reasonable co-operation to the Supplier in the defence, compromise and/or settlement of such claim, at the Supplier's expense; and
11.1.3 the Supplier is given sole authority to defend, compromise or settle the claim.
11.2 In the defence, compromise or settlement of any third party claim (pursuant to Clause 12.1), the Supplier shall first use reasonable endeavours to procure the right for the Customer to continue using the Services (including by way of replacing or modifying the Services so that they become non-infringing) or, if such remedies are not reasonably available, terminate this Agreement on five (5) Business Days’ notice to the Customer and refund any monies paid by the Customer to the Supplier under this Agreement for Services not yet provided to the Customer.
11.3 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer under this Agreement to the extent that the alleged infringement is based on or relates to:
11.3.1 any product and/or service supplied by a Third Party Product Provider under terms between the Customer and that Third Party Product Provider;
11.3.2 a modification of the Services by anyone other than the Supplier (including Third Party Product Providers); or
11.3.3 the Customer's use of the Services in a manner contrary to the instructions given to the Customer by the Supplier via the Services or this Agreement.
This part of the agreement covers our financial liabilities in relation to a breach of the agreement, use of the service by you, and any statements, negligence or illegal activities arising under this agreement. It doesn't cover any of these instances caused by third parties in relation to their services.
Except where we're said it elsewhere you will take responsibility for the results obtained from the service and any conclusions that you draw from it.
There is nothing in this agreement that excludes us from liability for death or personal injury caused by our negligence, for any fraudulent activity, or any other liability that cannot be limited by law.
Neither you nor us will be liable to the other for any indirect or consequential losses, costs or damages, however they are incurred under this agreement.
12. Limitation of Liability
12.1 This Clause 12 sets out the entire financial liability of the Supplier under this Agreement (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
12.1.1 any breach of this Agreement;
12.1.2 any use made by the Customer of the Services or any part of them; and
12.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
12.2 The Supplier shall not be responsible for any act or omission of any Third Party Product Provider (including any loss, destruction, alteration or disclosure of Customer Data caused by any Third Party Product Provider) for any product and/or service supplied by a Third Party Product Provider under terms between the Customer and that Third Party Product Provider.
12.3 Subject to Clauses 8.1 and 13.4 and except where expressly and specifically provided otherwise in this Agreement:
12.3.1 the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction; and
12.3.2 all warranties, representations, conditions and all other terms of any kind whatsoever (save those referred to in Clause 7.1) are, to the fullest extent permitted by applicable law, excluded from this Agreement.
12.4 Nothing in this Agreement excludes the liability of the Supplier:
12.4.1 for death or personal injury caused by the Supplier's negligence;
12.4.2 for fraud or fraudulent misrepresentation; or
12.4.3 any other liability which cannot be limited or excluded by law.
12.5 Subject to Clause 12.2 and Clause 12.4:
12.5.1 neither party shall be liable to the other whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
12.5.2 the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total amounts payable under this Agreement.
We know nothing lasts, so either party can terminate this agreement when it meets any of the following criteria:
13.1 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if:
13.1.1 that party provides the other party with at least 30 days prior written notice of termination; or
13.1.2 the other party commits a breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing of the breach.
13.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if:
13.2.1 an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party;
13.2.2 an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986);
13.2.3 a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets;
13.2.4 the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;
13.2.5 the other party ceases, or threatens to cease, to trade; or
13.2.6 the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
13.3 On termination of this Agreement for any reason:
13.3.1 all licences granted under this Agreement shall immediately terminate;
13.3.2 each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;
13.3.3 either party may destroy or otherwise dispose of any of the other party's Confidential Information in its possession unless, in the case of the Supplier, it receives, no later than ten (10) days after the date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data held by the Supplier (which for the avoidance of doubt will not include any Customer Data held by a Third Party Product Provider). In such case, the Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within thirty (30) days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
13.3.4 the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
Payment will be due by Direct Debit monthly in advance of using the services, which includes any potential charges that may be collected for services offered by third parties. if you don't pay for the service then we reserve the right not to provide the service. It only seems fair.
Occasionally we may adjust the charges for the service, but we'll give you 30 days' notice before we do this so that it isn't a surprise.
14. Payment and Subscription Charges
14.1 Payment is due monthly in advance by Direct Debit and will be made by the Customer to the Supplier in accordance with the CreditHQ Terms.
14.2 Additional Subscription Charges may apply and be collected by the Supplier in respect of products and/or services provided by Third Party Product Providers.
14.3 The Supplier reserves the right to suspend the supply of the Services (and/or to suspend the right for the Customer to use any products and/or services of a Third Party Product Provider) where the Subscription Charges are not paid by the due date.
14.4 The Subscription Charges shall be as shown on www.credithq.co.uk from time to time. The Supplier reserves the right to increase the Subscription Charges on thirty (30) days' prior notice to Customer.
If we agree to ignore any elements of this agreement then it is only valid if it's written down and when written down is specific about the extent of the waiver. Also, if either party receives rights as part of this agreement then this doesn't exclude any legal rights they might have.
16.1 A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
16.2 Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
If it turns out that something in this agreement can't really be enforced, we're sorry, but just because one bit isn't right doesn't mean that the rest of it is invalid so the rest of that clause and the agreement remain enforceable.
17.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
17.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
This agreement is the agreement, the whole agreement, and the current agreement. There's nothing else, except the bits where we've said there's something else.
18. Entire Agreement
18.1 This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
18.2 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
No. You signed up so you agreed to it. If you want someone else to take it on then you'll need us to agreed to it in writing. However, we can pass it on to someone else, if for example we sub-contract something or transfer the service to someone else.
19.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
19.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
There's nothing we've said here that shows we intend start a partnership between ourselves, and we won't pretend to be acting on the other party's behalf.
20. No Partnership or Agency
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Unless otherwise stated no-one is agreeing to pass any rights onto anyone else.
21. Third Party Rights
Save where expressly provided otherwise (and, in particular, in respect of Authorised Users), this Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Any notices that need to be given as part of this agreement will need to be in writing (either on actual paper or email).
Any paper based activity will be sent to the address for each party referenced in this agreement and will be deemed received at at the point reaching the address during business hours, or 9am the next day if reaching the address outside of business hours.
Emails must have a read receipt sent and accepted, and they will be sent to email@example.com for us, and your registered email address for you.
22.1 Except where expressly stated in this Agreement, any notice required to be given under this Agreement shall be in writing and shall be delivered by hand, by email in accordance with Clause 23.3 or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or in the event that another address has been notified by a party hereunder in accordance with and making specific reference to this Agreement, then to that other address.
22.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
22.3 A notice delivered by email shall only be valid where a read receipt has been sent and has been accepted by the receiving party and such email shall be deemed to have been received by:
22.3.1 the Customer, to the email address notified to the Supplier on the Order Form, or as otherwise notified in accordance with this Clause 22; or
22.3.2 the Supplier, to [firstname.lastname@example.org],
on the Business Day when the read receipt is acknowledged, provided that such receipt is acknowledged before 4:00pm, failing which that email shall be deemed to have been received at 9.00am on the next Business Day.
All of this is written and undertaken in accordance with the law of (i) England, if the Customer is based in England or Wales; or (ii) Scotland, if the Customer lives in Scotland; or (iii) Northern Ireland, if the Customer lives in Northern Ireland.
23. Governing Law and Jurisdiction
23.1 This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of: (i) England, if the Customer is based in England or Wales; or (ii) Scotland, if the Customer lives in Scotland; or (iii) Northern Ireland, if the Customer lives in Northern Ireland.
23.2 The parties irrevocably agree that the courts of:
23.2.1 England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) if the Customer lives in England or Wales; or
23.2.2 Scotland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) if the Customer lives in Scotland; or
23.2.3 Northern Ireland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) if the Customer lives in Northern Ireland.
Authorised Users - That's you, others that work in your business, and people who work on behalf of your business who you have said can use the services
Business Day - We're in England so this means a day in which the banks are open which isn't a Saturday, Sunday or Public Holiday
Confidential information - This is information that isn't publicly available or which either you or us say is confidential, so includes things like your personal details, our website tests etc.
CreditHQ - This is the name of the product covered by these terms and conditions.
CreditHQ Support - This is our support team and you can get in touch with them at email@example.com
Customer Data - This is the data supplied by you or your authorised users to us in the course of using the service
Customer - This is you, the person who has signed up for the service
Effective date - This is the date we tell you that the service is available for you to use
Intellectual Property Rights - This means any of the standard legal definitions such as patents, trademarks, inventions, etc.
Order - means you signing up to use the service
Order form - means the form you used to sign up to use the service and which linked to this agreement
Services - means the service we supply under the terms of this agreement
Subscription charges - means the money you pay to use the service
Subscription term - the length of time the agreement lasts as defined in the clause above
Supplier - this is us, Ormsby Street.
Territory - UK
Third party product provider - means the relevant provider of specific aspects of our service. This might be data provision, debt collection, or such like.
User subscriptions - the subscriptions that you signed up and which entitle you to use the service.
Virus - any thing that might prevent, impair or adversely affect the operation of the systems used to deliver the service.
The definitions of interpretation in this clause apply in this Agreement.
"Authorised Users" means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services, as applicable, as further described in Clause 3;
"Business Day" means a day in which banks are open for business in the City of London and which is not a Saturday, Sunday or a Public Holiday in England;
"Confidential Information" means information that is proprietary or confidential and is either clearly labelled as such, or identified as Confidential Information in Clause 10 including: (i) for the Customer: Customer Data; and (ii) for the Supplier: the results of any performance tests of the Services;
"CreditHQ" means the product branded CreditHQ which is supplied by the Supplier to the Customer under these terms and conditions, including credit checking and monitoring services which shall be supported by Third Party Product Providers;
"CreditHQ Support” means the support team operated by the Supplier which can be accessed by emailing firstname.lastname@example.org
"Customer Data" means the data (including any personal data) submitted (via www.credithq.co.uk or any other website notified to the Customer by the Supplier from time to time) by the Customer, Authorised Users, or the Supplier on the Customer's behalf in the course of using the Services;
"Customer" or "You" means the Business customer who has subscribed and placed an Order for CreditHQ as a business user;
"Customer Data" means any business related data only;
"Effective Date" means the date on which the Services are first made available to the Customer following receipt of an Order;
"Intellectual Property Rights" means any and all patents, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights to goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
"Order" means the order placed by the Customer for subscription to the Services;
"Order Form" means an Order Form completed and signed by the Customer in accordance with the Terms and which may be used by the Customer to subscribe to the Services;
"Services" means the CreditHQ services made available to the Customer under these terms and conditions;
"Subscription Charges" means the charges payable by the Customer in relation to the Services;
"Subscription Term" has the meaning given in Clause 2.3;
"Supplier" or "us" or "We" means Ormsby Street Limited a company registered in England and Wales (company number 08853346) whose registered office is at 130 Old Street, London EC1V 9BD and "our" shall be construed accordingly;
"Territory" means the United Kingdom;
"Third Party Product Provider" means the relevant third party supplier of particular aspects of CreditHQ, currently being: debt collection services which shall be provided by Atradius Collections, along with any alternative or additional third party suppliers who may be introduced by the Supplier as a replacement to, or additional to, such third party suppliers from time to time;
"User Subscriptions" means the user subscriptions purchased by the Customer pursuant to Clause 3 which entitle Authorised Users to access and use the Services, as appropriate, in accordance with this Agreement; and
"Virus" means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
We've put paragraph headings in these terms so it's more legible, but they don't affect what the actual terms mean.
The rules of interpretation in this clause apply in this Agreement.
Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Words in the singular shall include the plural and vice versa.
The words "including" or "includes" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A reference to one gender shall include a reference to the other genders.
A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
References to clauses and schedules are to the clauses and schedules of this Agreement.
As we've said, our services use third parties in order to operate, and we've included their terms & conditions here.
1. Restrictions on Use
1.2 End User shall not request or make available Information for the use of others, including for any parent, subsidiary, affiliated entity, franchisee or dealer of End User. End User shall not make Information available to others in any form, unless required by law where End User has notified us or unless End User first obtains our written consent.
1.3 End User shall not use Information in connection with providing advice or recommendations to others, publish Information in the news media, incorporate or use Information in any kind of database or marketing list to be provided to a third party, use Information to generate any statistical or other information that is or will be provided to third parties, use or permit the use of Information to prepare any comparison to other information databases that will be provided to third parties, or produce Information in judicial or administrative proceedings, including discovery proceedings, without our prior written consent, unless required by law and where End User has notified us of such legal requirement.
1.4 End User may use Information only in connection with the particular transaction for which such Information was originally requested. End User shall not re-license, resell or further distribute Information.
End User shall not copy, download, batch harvest, upload or in any other way reproduce the Information for the purpose of aggregating the Information, save that End User may create a copy or backup of the Information for the purpose of maintaining an internal archive or for regulatory compliance. Such backup or archive shall not be used for any commercial purpose.
3. Compliance with Laws
3.1 End User will not use Information as a factor in establishing an individual’s eligibility for (i) credit or insurance to be used primarily for personal, family, or household purposes, or (ii) employment. In addition, End User will not use Information to engage in any unfair, anti-competitive or deceptive practices and will use the Information only in compliance with applicable laws or regulations, including laws and regulations regarding telemarketing, customer solicitation (including fax and/or e-mail solicitation), data protection, privacy and anti-corruption.
3.2 In relation to personal data contained in the Information, End User undertakes to comply with the following obligations: (i) to use such personal data only for internal business use in connection with the particular transaction for which the Information was originally requested; (ii) to ensure that such personal data is only used by appropriate authorised and trained personnel; (iii) to take and maintain appropriate technical and organisational security measures and procedures to safeguard such personal data from accidental loss or unauthorised disclosure; and (iv) subject to the requirements of applicable data protection regulations, to keep such personal data strictly confidential.
4. Limitation of Liability
4.1 END USER AGREES THAT IN NO EVENT SHALL WE (OR OUR AFFILIATES) BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND OR CHARACTER (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF THE USE OF THE INFORMATION, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGES ARISING OUT OF ANY CREDIT DECISIONS MADE, ANY LOSS OF PROFIT, SAVING OR GOODWILL, AND ANY LOSS OR DAMAGE ARISING OUT OF THE CONDUCT OF THIRD PARTIES.
4.2 IN NO EVENT SHALL OUR LIABILITY UNDER THIS AGREEMENT EXCEED THE GREATER OF (I) THE AMOUNT WE RECEIVED FOR THE PARTICULAR INFORMATION PROVIDED TO END USER THAT IS THE SUBJECT OF THE CLAIM OR (II) A SUM EQUIVALENT TO GBP£20,000.
5. Disclaimer of Warranties
5.1 Though we use extensive procedures to keep its database current and to maintain accurate data, End User acknowledges that the Information will contain a degree of error. End User accepts that it (i) is responsible for determining whether the Information is sufficient for End User’s use and (ii) must rely entirely upon its own skill and judgment when using the Information.
5.2 ALL INFORMATION IS PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS. SAVE AS OTHERWISE STATED IN THESE TERMS, WE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WE WILL NOT BE LIABLE FOR ANY LOSS OR INJURY ARISING OUT OF, IN WHOLE OR IN PART, OUR CONDUCT IN PROCURING, COMPILING, COLLECTING, INTERPRETING OR REPORTING INFORMATION.
6. Intellectual Property
End User acknowledges and agrees that the Information is proprietary to us and comprises: (a) works of original authorship, including compiled information containing our selection, arrangement and coordination and expression of such information or pre-existing material it has created, gathered or assembled; (b) confidential and trade secret information; and (c) information that has been created, developed and maintained by us at great expense of time and money, such that misappropriation or unauthorised use by others for commercial gain would unfairly or irreparably harm us. End User agrees that it will not commit or permit any act or omission by its agents, employees, or any third party that would impair our copyright, database rights or other proprietary and intellectual rights in the Information. End User will not use any or our trade names, trademarks, service marks or copyrighted materials in listings or advertising in any manner without our prior written approval. Where required by us, End User shall reproduce our copyright notice and proprietary rights legend on all authorised copies of such Information.
8.3 This Agreement is governed by and construed in accordance with the laws of England and both parties irrevocably submit to the exclusive jurisdiction of the English Courts.
8.5 Upon expiry or termination of the Term with respect to the Information, End User shall immediately delete, destroy or return all originals and copies of any Information, unless End User is otherwise instructed by us; and upon request, shall provide us with written certification thereof. This provision shall not apply to the archival copies of the Information as permitted in Section 2 above.