1.1. DueDil has developed services (the “Services”), including, without limitation: (a) certain data and software services; (b) 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 “Website”); and (c) data, including without limitation third party data, which is made available via the Website (the “Data”).
1.3. These Terms together with the Privacy and Cookies Policies 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 the Agreement you must not use or access the Services.
2. Licence and Intellectual Property Rights
2.1. Subject to paragraph 2.1 below and the other provisions of the Agreement, DueDil hereby grants to you a personal, limited, non-exclusive, revocable, non-sublicensable and non-transferable right to access and use the Services solely for your own personal, domestic, non-business purposes. All rights not expressly granted to you under the Agreement are reserved by DueDil (and/or its licensors).
2.2. In the event that you have signed up to access and use the Services during a period of 5 consecutive days to trial an enhanced version of the Services (the “Trial Period”) you may access and use the Services for personal, domestic and internal business purposes during the Trial Period only (the “Free Trial User”).
2.3. You shall be responsible for installing any software and/or hardware and making any other arrangements required to use the Services.
2.4. 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.
2.5. You shall not under any circumstances: (i) use information from the Services to build a database for resale or for access by a third party in competition with DueDil; (ii) authorise or, by failure to exercise commercially reasonable efforts to protect information from the Services in your possession, permit such information to be made available in any way to a third party that resells data in competition with DueDil.
2.6. 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.
2.7. 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 or on behalf of you (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.
2.8. 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 and (anonymised as may be appropriate) to generate statistics and make such statistics available to third parties. 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. Document Downloads
3.1. If you sign up to be a Free Trial User, you will be allocated a quota of downloads available from the Website (the “Documents”). This quota will be specified when you sign up to be a Free Trial User (the “Download Quota”).
3.2. Each download within a Free Trial User’s Download Quota shall be deemed non-exchangeable and non-refundable.
3.3. If DueDil are unable to supply a Free Trial User with a specific Document, it will inform the Free Trial User by email and will not deduct any credits from the Free Trial User’s Download Quota.
3.4. Upon the expiration of any Trial Period, any unused Download Quota will lapse and it will no longer be possible to download Documents.
4. Representations and Warranties
4.1. You represent and warrant that (i) you possess the legal right and ability to enter into the Agreement; (ii) other than for the duration of a Trial Period if you are a Free Trial User, you are entering into this Agreement for private and domestic use only; (iii) 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; (iv) neither the performance of your obligations under the Agreement nor your use of the Services will violate any applicable laws, rules or regulations of governments having jurisdiction or cause a breach of any agreements you have with any third parties or unreasonably interfere with other DueDil customers' use of DueDil services.
4.2. In the event of any breach of any of the foregoing warranties, 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.
4.3. You agree that you will use the Services only for lawful purposes and in accordance with the Agreement. In connection with the provision of or your use of the Services, you will comply at all times with all applicable laws, rules and regulations including, without limitation, the Data Protection Act 1998.
4.4. You shall not: (i) attempt to circumvent any security measures or technical limitations of the Services; (ii) use the Services in a way which harms the interests of DueDil, the 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 Website via a denial-of-service attack or a distributed denial-of-serve attack); (iii) forge headers or otherwise manipulate identifiers (including without limitation URLs) in order to disguise the origin of any Data transmitted through the 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.
4.5. DueDil reserves the absolute right to limit the volume of enquiries placed via the Website and/or use of the Services.
5. Maintenance and Support
5.1. DueDil shall use its 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, 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 DueDil’s helpdesk at: . 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 its reasonable endeavours to avoid unscheduled downtime for software 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 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 on the back of content accessed through use of the Services.
6.2. To the maximum extent permitted by law and except as expressly set forth in the Agreement, DueDil expressly disclaims all warranties and representations with respect to the Services, whether express, implied, statutory or otherwise, including without limitation, any implied warranty of merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses or results from use of the Services, that the Services (or the Data) will meet specific requirements, that the Services 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 Website or Services, or on any website linked to the Website or Services.
6.5. DueDil make reasonable commercial efforts to ensure content accessible through the Services is up to date and accurate. However, because DueDil obtains the 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 do become aware of any inaccurate or incorrect content accessed or accessible using the Services (in particular pertaining to yourself or other individuals) please let DueDil know at and DueDil will use its reasonable endeavours to investigate your 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 as regards inaccurate or incorrect content in this regard please also contact DueDil at and DueDil will use its reasonable endeavours to pass your concern onto the appropriate third party provider. You understand 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 the accessing by you 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. Third Party Services
7.1. DueDil may provide you with access to other third party documents, software and/or services ("Third Party Services") through reseller relationships DueDil has established with certain commercial vendors ("Third Party Vendors"). Such Third Party Services may or may not be identified as being ultimately provided by Third Party Vendors and whilst DueDil will make its reasonable efforts to correct any errors or address any other issues reported by you, you understand that product support for Third Party Services may require input from the Third Party Vendor which is outside of DueDil’s control. Neither DueDil nor any Third Party Vendor makes any representations or warranties, express or implied, regarding any Third Party Services. You expressly acknowledge and agree that use of Third Party Services is at your sole risk and such Third Party Services are provided "as is" and without representation or warranty of any kind from DueDil or any Third Party Vendor, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses or results, correspondence to description, or non-infringement of third party rights. To the maximum extent permitted by applicable law, neither DueDil nor any Third Party Vendor will be legally responsible for any damages, whether direct, indirect or consequential, arising from the use or inability to use any Third Party Services.
7.2. You shall not (i) remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on any Third Party Services or that appear during use of any Third Party Services; or (ii) reverse engineer, decompile, or disassemble any Third Party Services, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
7.3. If any Third Party Vendor requires you to enter into a separate agreement directly with the Third Party Vendor before you use a Third Party Service, DueDil will notify you accordingly and you agree to observe the terms of any agreement for use of such Third Party Service and that you shall be fully liable to Third Party Vendors and DueDil with respect to any improper use of such Third Party Service or violation of any such agreement made directly with the Third Party Vendor.
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 has been 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. 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 immediately notify DueDil and at DueDil’s request to immediately cease to use the Services.
9.2. You shall hold harmless and indemnify DueDil from and against any liability, costs (including without limitation any legal or other professional costs), expenses, losses, damages (including any direct, indirect or consequential losses, loss of profit, loss of business opportunity, loss of reputation), interest and penalties suffered or incurred by DueDil arising from or in any way related to: (i) your use of the Services (except to the extent such claims arise directly from a breach of applicable law by DueDil); and/or (ii) your breach of the Agreement.
10. Limits on Liability
10.1. In no event shall DueDil be liable to you for any loss or damage (whether direct, indirect or consequential), including but not limited to, 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, arising under or in connection with: (i) use of, or inability to use the Services; or (ii) use of or reliance on any Data accessed via the Website or other content accessible via the Services.
10.2. Nothing in the Agreement shall be construed as excluding or limiting DueDil’s liability for: (i) death or personal injury caused by DueDil’s negligence; (ii) fraud; or (iii) any liability which cannot be excluded or limited under applicable law.
11.1. The Agreement may be terminated by DueDil at any time and for any reason. 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 (or which are expressly stated in the Agreement to continue to have effect beyond termination). Your entitlement to use the Services shall cease on termination of the Agreement and you shall completely delete all electronic copies of all or part of the Services resident in your systems or elsewhere.
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:
12.2.1. at its sole discretion, to modify or replace the terms and conditions of the Agreement or to change, suspend or discontinue the Services (or any part thereof) at any time, by notice given on the Website or by changing the Terms or the Privacy and Cookies Policies as accessible on the Website. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. You are responsible at all times for complying with the current version of the Agreement. We recommend that you periodically check the Terms and the Privacy and Cookies Policies as posted on the Website, for changes. Your continued use of the Services following the posting of any changes to the Agreement constitutes acceptance of those changes; and
12.2.2. at any time in the future to charge for use of the Services.
12.3. Neither party shall be responsible or liable for any failure to perform its obligations due to causes beyond its reasonable control, including but not limited to acts of God, war, riots, terrorist acts, embargoes, acts of civil or military authorities, fires, floods, earthquakes, accidents, labour conflicts, failure of any communications services for the duration of any such circumstances or cause.
12.4. Neither party may assign, charge, transfer or deal in any other manner with the Agreement in whole or in part without the prior written consent of the other party save that DueDil shall be entitled to sub- contract any or all of its obligations under the Agreement to a sub-contractor but by doing so it shall be responsible for the acts and omissions of the sub- contractor to the same extent as if it had carried out the obligations itself pursuant to the Agreement.
12.5. 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.
12.6. 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.
12.7. 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.
12.8. 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.
12.9. 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..
12.10. 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).
12.11. 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.