1.1. DueDil has developed services, including data and software services (the “Services”) which include, without limitation: (a) the DueDil Website at: https://www.duedil.com, user interface and documentation as well as any programming fixes, modifications, enhancements, improvements, updates, additions, derivative works and related material (the “DueDil Website”); (b) the DueDil Application Programming Interface at: https://www.duedil.com/api, user interface and documentation as well as any programming fixes, modifications, enhancements, improvements, updates, additions, derivative works and related material (“API”); and (c) data which is made available via the DueDil Website or API (as appropriate) (the “Data”).
1.3. These Terms together with the Privacy and Cookies Policies and the Order Form are the "Agreement".
1.4. By accessing or using the Services you acknowledge and agree to be bound by the Agreement. If you do not agree to be bound by the Agreement you must not access or use the Services.
2. Licence and Intellectual Property Rights
2.1. DueDil hereby grants to you a personal, limited, non-exclusive, revocable, non-sublicensable and non-transferable right to access and use the Services for internal business use only, subject to the terms of this Agreement. All rights not expressly granted to you under this Agreement are reserved by DueDil (and/or its licensors).
2.2. You shall be responsible for installing any software and/or hardware required to use the Services.
2.3. You agree that the Services (and all related trademarks and service marks (whether registered or unregistered)) are the sole property of DueDil and the Data is the sole property of DueDil or, where appropriate, its licensor and that you will not (without express written consent from DueDil): (i) create derivative works based on the Services except to the extent such derivative works are an essential technical function of your use of the Services; (ii) reproduce the Services, sell or assign, license or disclose or otherwise transfer or make available the Services in any form to any third party; (iii) remove or alter any proprietary notices or marks on the Services; or (iv) copy, modify, reuse, disassemble, decompile, reverse compile, reverse engineer, frame, mirror or otherwise translate the Services or any portion thereof except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
2.4. You shall not under any circumstances: (i) use information from the Services to build a database for use as a substitute for the Services; (ii) use information from the Services to build a database for resale or for access by a third party in competition with DueDil and/or the Services; (iii) authorise or, by failure to exercise commercially reasonable efforts to protect information from the Services in its possession, permit such information to be made available in any way to a third party for resale in competition with DueDil; or (iv) provide access to or information from the Services to a third party for resale in competition with DueDil or to a third party that plans to resell to a further third party access to the Services or information obtained from the Services.
2.5. DueDil (or its relevant licensors) shall own all right, title and interest, including but not limited to all intellectual property rights, in and to the Services. The Agreement is not a sale agreement and does not convey to you any rights of ownership in or related to the Services. DueDil reserves the right to, at any time without prior notice, make modifications to the design, operational methods, specifications, systems, and other functions of the Services.
2.6. You shall have sole responsibility for and hereby warrant to DueDil the accuracy, quality, integrity, legality, non-infringement of any third party intellectual property rights, reliability and appropriateness of all data which is uploaded to or entered into the Services by you or on your behalf (the "User Content") and DueDil shall have no liability whatsoever for such User Content. For the avoidance of doubt, you shall be responsible for obtaining and maintaining all licences required for the use of the User Content within the Services, including payment of all associated licence fees and other costs and you shall ensure that such User Content complies with generally accepted content standards.
2.7. Save as specified in the Agreement, all intellectual property rights in the User Content will remain vested in you (or your relevant licensors). You hereby grant to DueDil a perpetual, royalty free, non-exclusive, non-transferable licence to use, store, modify and copy the User Content in order to perform the Agreement. You hereby warrant to DueDil that you have the full requisite power and authority to grant DueDil such usage rights in the User Content and that there are no additional consents or approvals required for granting such usage rights.
3. Downloads and/or API Calls
3.1. If you are allocated a quota of downloads or API call requests (your “Quota”), each download or API call within your Quota shall be deemed non-exchangeable.
3.2. In the event you have generated a Free DueDil API Key, you will be allocated a certain number of API call requests associated with that key, and you will be notified of the number of allocated API call requests when your Free DueDil API Key is created.
3.3. You may only generate one Free DueDil API Key for your own personal use. You may not generate more than one Free DueDil API Key.
3.4. DueDil reserves the right to modify your Quota or revoke the Free DueDil API Key at any time.
4.1. You warrant to DueDil that: (i) you possess the legal right and ability to enter into the Agreement; and (ii) neither the performance of your obligations under this Agreement nor the use of the Services will violate any applicable laws, rules or regulations in the United Kingdom and any jurisdiction other than the United Kingdom where you access the Services.
4.2. You warrant and undertake to DueDil that: (i) you are entering into this Agreement for business purposes only, i.e. you are not contracting as a ‘consumer’; (ii) you will at all times supply truthful and accurate information to DueDil and will not misrepresent yourself to the public through your use of the Services; (iii) you will not unreasonably interfere with other DueDil customers' use of DueDil services; and (iv) you shall use the Services only for lawful purposes and in accordance with the Agreement.
4.3. In the event of any breach of any of the foregoing warranties and undertakings, in addition to any other remedies available at law or in equity, DueDil has the right to suspend or terminate the Agreement and/or your use of the Services.
4.4. You shall not: (i) attempt to circumvent any security measures or technical limitations of the Services; (ii) mis-use the Services in a way which harms the interests of DueDil, the DueDil Website, any of DueDil's affiliates, the Services or other customers of DueDil (including, without limitation, by introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful or by attacking the DueDil Website or API via a denial-of-service attack or a distributed denial-of-service attack); (iii) forge headers or otherwise manipulate identifiers (including without limitation URLs) in order to disguise the origin of any Data transmitted through the DueDil Website; (iv) create an application that may be used to violate the Agreement or other site policy; and/or (v) adversely affect DueDil or DueDil's name, reputation, image or goodwill in connection with your use of the Services.
5. Maintenance and Support
5.1. DueDil shall use reasonable efforts to ensure that maintenance of the Services, which may require interruption of your access to the Services or any material part of it ("Maintenance Events"), shall not be performed during “Normal Business Hours" (9.00 am to 6.00 pm local UK time, Monday to Friday, excluding public holidays) provided that DueDil may interrupt access to the Services at any time to perform essential emergency maintenance.
5.2. Maintenance includes all regularly scheduled error corrections and software updates.
5.3. DueDil shall maintain and update the Services. Should you determine that the Services include a defect, you may at any time file error reports by contacting the helpdesk at: firstname.lastname@example.org. During maintenance periods, DueDil may, at its discretion, upgrade versions, install error corrections and apply patches to the Services or any part of it. DueDil shall use all reasonable endeavours to avoid unscheduled downtime for maintenance.
5.4. You shall have sole responsibility for providing support in connection with equipment, data integration tools and processes operated, developed or maintained by you, including without limitation those used to:
5.4.1. access the Services via the internet; and
5.4.2. connect the Services to your other software and databases.
5.5. You acknowledge that the Services may include software, data and information provided to DueDil by third parties, and therefore the correction of errors and resolution of defects and other problems may require third party action and not be entirely within DueDil’s control.
6. Nature of Services and Warranty Disclaimer
6.1. The content accessed through use of the Services is provided for general information only and is not intended to be used as the sole basis for any business decision. It is not intended to amount to advice (of any nature) on which you should rely. You must obtain professional or speciality advice before taking or refraining from any action made based on the result of content accessed through use of the Services.
6.2. To the maximum extent permitted by law, DueDil expressly disclaims all warranties and representations with respect to the Services not expressly set forth in the Agreement, whether express, implied, statutory or otherwise, including without limitation, any implied warranty of fitness for a particular purpose, accuracy or completeness of responses or results from use of the Services, that the Services will meet specific requirements, will be available or uninterrupted, secure or free of software errors. You acknowledge and agree that the Services are provided on an "as is" basis and, to the maximum extent permitted by law, without any warranty of any kind and that the entire risk as to the quality and performance of the Services shall be borne by you.
6.3. DueDil does not and cannot control the flow of information to or from DueDil's network and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times actions or omissions of such third parties can impair or disrupt your connection to the internet (or portions thereof). DueDil cannot guarantee such events will not occur. Accordingly, to the maximum extent permitted by law, DueDil disclaims any and all liability resulting from or related to such events.
6.4. DueDil will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Services or to your downloading of any content on the DueDil Website or Services, or on any website linked to the DueDil Website or Services, except where (and to the extent that) the matter causing the loss or damage is due to DueDil’s gross negligence or wilful default. For the purposes of this Clause 6.4 “gross negligence” means any act or failure to act committed by DueDil which, in addition to constituting negligence, is such a wanton and/or reckless conduct or omission that it constitutes utter disregard for harmful, foreseeable and avoidable consequences but shall not include an error of judgement or mistake made in good faith, and “wilful misconduct” means a deliberate act or omission of DueDil that deviates from a reasonable course of action or from any provision of the agreement that is done or omitted to be done with knowledge of or conscious indifference or intent to the harmful, avoidable and reasonably foreseeable consequences.
6.5. DueDil makes reasonable commercial efforts to ensure content accessible through the Services is up to date and accurate. However, because DueDil obtains content from a number of different sources (including information provided by you) DueDil does not endorse, support, represent, warrant or guarantee the completeness, truthfulness, accuracy, or reliability of any content accessed or accessible using the Services. If you become aware of any inaccurate or incorrect content accessed or accessible using the Services (in particular pertaining to you) you should inform DueDil by email to email@example.com and DueDil will use its reasonable endeavours to investigate such concern and, where appropriate and possible, correct inaccurate data. Content relating to credit scores, in particular, is provided and generated by a third party source. Should you have any concerns about inaccurate or incorrect content in this regard you should contact DueDil at firstname.lastname@example.org and DueDil will use its reasonable endeavours to pass such concern onto the appropriate third party provider. You understands that by using the Services, you may be exposed to content that might be inaccurate or deceptive. Under no circumstances (save as required by law) will DueDil be liable in any way for any content accessed, or any loss or damage of any kind incurred as a result of your accessing of the Services.
6.6. DueDil assumes no responsibility for the content of websites linked on the Services. Such links should not be interpreted as endorsement by DueDil of those linked websites will not be liable for any loss or damage that may arise from your use of them.
7. Payments and Invoicing
7.1. Not used.
8.1. Neither DueDil nor you shall, even after the expiration of the Agreement use or disclose to any third parties any Confidential Information which such party has received from the other. “Confidential Information” shall mean any information, technical, commercial or of any other kind, whether written, oral or in electronic form, except such information which is publicly known or which has come to the public knowledge in any other way than through breach of this secrecy undertaking, or has been: (i) independently developed without access to such party's Confidential Information; (ii) rightfully received from a third party; or (iii) required to be disclosed by law or by a governmental authority.
8.2. Not used.
8.3. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
9. Third Party Claims
9.1. In the event that you are notified by a third party that such party claims rights in the Services or that use of the Services infringes the rights of such third party, you agree to: (i) notify DueDil as soon as reasonably possible; and (ii) at DueDil’s request, immediately cease to use any element of the Services that allegedly infringes third party rights.
10.1. In no event shall:
10.1.1. Not used.
10.1.2. DueDil be liable under the Agreement for any direct, indirect, special, incidental or consequential losses, or any damages for loss of profits or revenue by you, any business interruption, any loss of anticipated savings, any loss of goodwill, opportunity or reputation, whether based in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable.
10.2. Without limitation of any other provision of the Agreement, no DueDil Data Supplier shall be liable to you for any losses, damages, liabilities, claims, costs, actions and/or expenses suffered or incurred by you as a result of the use of Data by or provision of Data to you.
10.3. Nothing in the Agreement shall be construed as excluding or limiting any person’s liability for: (i) death or personal injury caused by negligence; (ii) fraud; or (iii) any other liability which cannot be excluded or limited under applicable law.
11.1. Not used.
11.2. The Agreement may be terminated by DueDil at any time and for any reason.
11.3. Termination of the Agreement (or of any element of it) shall not affect any rights, obligations or liabilities of either party which have accrued before termination.
11.4. Upon termination of the Agreement, your access to the Services will cease.
12.1. The Agreement represents the entire agreement between DueDil and you relating to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, agent, employee or representative of either of the parties as well as applicable non-mandatory local laws and international regulations.
12.2. DueDil reserves the right to modify the terms and conditions of the Agreement at any time to the extent that such changes are required as a result of change to applicable laws or regulations.
12.3. If any provision of the Agreement is held by any competent authority to be invalid or unenforceable in whole or in part then such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision and the validity of the other provisions of the Agreement shall not be affected thereby.
12.4. Nothing in the Agreement shall create or confer any rights or other benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than the parties to the Agreement save that a DueDil Data Supplier may enforce a term of this Agreement where it is an intended beneficiary.
12.5. Nothing in the Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.
12.6. If either party fails to exercise a right or remedy that it has or which arises in relation to the Agreement, such failure shall not prevent that party from exercising that right or remedy subsequently in respect of that or any other incident
12.7. A waiver of any breach or provision of the Agreement shall only be effective if it is made in writing and signed on behalf of the party who is waiving the breach or provision. Any waiver of a breach of any term of the Agreement shall not be deemed a waiver of any subsequent breach and shall not affect the enforceability of any other term of the Agreement.
12.8. It is a condition of the Agreement that neither of the parties shall be bound by, or liable to the other party for, any representation, promise or inducement (other than fraudulent misrepresentations) made by it or by any agent or person on its behalf which is not expressly contained in the Agreement.
12.9. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).
12.10. In the Agreement: (i) any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time; (ii) the singular includes the plural and vice versa; (iii) the headings are for ease of reference only and shall not affect the construction or interpretation of the Agreement; and (iv) wherever the words "including", "include", "includes" or "included" are used they shall be deemed to be followed by the words "without limitation" unless the context otherwise requires.