1. Restrictions on Use.
1.1 The use of information (“Information”) is subject to these terms and conditions (“Terms of Use”). The Information is licensed to you (“End User”) for End User’s internal business use only. Such licence is non-exclusive, non-transferable and limited for the Term (as defined in Section 9.2 below) and is subject to the restrictions set forth herein. We retain all ownership rights (including copyrights and database rights and other intellectual property rights) in the Information in any form and End User obtains only such rights as are explicitly granted in these Terms of 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.
2. Copying
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 use such data in accordance with the EU General Data Protection Regulation 2016/679 (“the GDPR”) and the EU Privacy & Electronic Communications Directive 2002/58/EC as implemented, and any amendments and replacement legislation including European Commission decisions, binding EU and national guidance and all national implementing legislation (“Privacy Laws”).
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.
7. Data Privacy
7.1 In this clause “controller”, “processor”, “data subject”, “personal data” and to “process” have the meanings given to them in the GDPR
7.2 End User acknowledges that the Information may contain personal data, and in relation to the handling and use of such personal data, End User is acting as controller of such personal data once it is in the End User’s possession.
7.3 End User will ensure that appropriate technical measures (including the use of encryption) and organizational measures are taken to avoid unauthorised or unlawful processing of, and against accidental loss or destruction of or damage to, personal data (including adequate back-up and disaster recovery systems) within the Information
7.4 End User will not transfer personal data within the Information, to any country outside of the EEA unless End User has (where required) adopted an appropriate EU transfer mechanism in accordance with the GDPR (controller to controller, or controller to processor as applicable)
7.5 End User will promptly carry out any request from us requiring it to amend, transfer or delete all or any personal data within the Information 7.6 End user will take reasonable steps to ensure the reliability of any employees who have access to personal data, including ensuring that all such employees have received training in applicable Privacy Laws. End User will limit access to such personal data (including when in a test environment) to those of its employees who have a business need for access.
7.7 End User will notify us promptly if it receives any enquiry or complaint from a local data protection regulator or data subject about any personal data within the Information, as applicable. End User will co-operate with us to ensure the prompt investigation of, and response to, any such enquiry or complaint.
7.8 If End User becomes aware of the loss or compromise of, or any damage to, any personal data within the Information it will:
- (a) promptly notify us of the details of the incident;
- (b) promptly initiate a full investigation into the circumstances surrounding the incident and make any reports of notes of the investigation available to us; and
- (c) provide such reasonable cooperation and assistance as may be requested by us in order to investigate the incident.
8. Indemnification
End User agrees to indemnify, defend and hold us harmless from any claim or cause of action against us arising out of or relating to use of the Information by: (i) individuals or entities which have not been authorised by this Agreement to have access to and/or use the Information; and (ii) End User, except where such use by End User is in accordance with these Terms of Use.
9. Miscellaneous
9.1 Notwithstanding any provision in these Terms of Use, our liability to End User for death or injury resulting from its own or that of its employees’, agents’ or subcontractors’ negligence, or for fraudulent misrepresentations, shall not be limited.
9.2 The term of End User’s licence for any particular Information (or element thereof) is from the date such Information is obtained by End User (the “Term”). We may terminate such licence immediately upon written notice to the End User in the event of End User’s breach of these Terms of Use.
9.3 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.
9.4 Without prejudice to any other rights that we may have under this Agreement or at law, if in our reasonable opinion the End User has violated these Terms of Use, we may suspend End User’s access to the Information while the violation is investigated. Any investigation will be carried out promptly and End User agrees to cooperate with us in connection with any such investigation.
9.5 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.
