1.1. DueDil operates the website https://www.duedil.com (the "DueDil Website"). A Customer may offer to purchase specific Services (as defined below) (the "Relevant Package") by clicking on the relevant link on https://www.duedil.com/plans (the "Plans Page") and DueDil shall confirm and accept such an offer by sending a confirmation email to the Customer summarising certain elements of the contract (the "Confirmation Email").
1.2. DueDil has developed certain services (the "Services") as further specified on the Plans Page regarding the Relevant Package which include, without limitation: (a) certain data and software services; (b) the DueDil Website, user interface and documentation as well as any programming fixes, modifications, enhancements, improvements, updates, additions, derivative works and related material; (c) data, that includes without limitation third party data, which is made available via the DueDil Website (the "Data"); and (d) the ability for the Customer to download PDF and/or CSV images available from the DueDil Website (the "Documents").
1.4. These Terms together with the Privacy and Cookies Policies, the description of the Relevant Package on the Plans Page and the Confirmation Email are the "Agreement" and any conflict between them shall be resolved in favour of the Confirmation Email provided the intention and meaning of the relevant provision in the Confirmation Email is clear.
1.5. By purchasing 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. DueDil hereby grants to the Customer, for the duration of any period as set in the Confirmation Email (the "Subscription Term") a personal, limited, non-exclusive, revocable, non-sublicensable and non- transferable right to access and use the Services for domestic and/or internal business use only, subject to the Agreement. All rights not expressly granted to the Customer under the Agreement are reserved by DueDil (and/or its licensors).
2.2. The Customer must provide a named email address to setup and access their DueDil account. Prefixes aligned to departments or business units, e.g. 'admin@...' or 'accounts@...' are not permitted. The Customer's DueDil account is solely for their own use and login details/ licenses must not be shared, disclosed or used by any other party, either inside or outside of their organisation. The sharing or disclosure of login details will be deemed by DueDil to constitute a material breach of the terms of this Agreement.
2.3. The Customer shall be responsible for installing any software and/or hardware and making any other arrangements required to use the Services.
2.4. The Customer agrees 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 it 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 the Customer's 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. The Customer 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 its 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 the Customer 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. The Customer shall have sole responsibility for and hereby warrants 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 the Customer or on its behalf (the "User Content") and DueDil shall have no liability whatsoever for such User Content. For the avoidance of doubt, the Customer 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 the Customer 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 the Customer (or its relevant licensors). The Customer hereby grants 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. The Customer hereby warrant to DueDil that it has 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. The Confirmation Email will specify the Customer's allocated quota of downloads (the "Customer Quota").
3.2. Each download within the Customer Quota shall be deemed non-exchangeable and non-refundable.
3.3. Upon the expiration of the Subscription Term, any unused Customer Quota will lapse.
4. Representations and Warranties
4.1. The Customer represents and warrants that (i) it possesses the legal right and ability to enter into the Agreement; (ii) it is entering into this Agreement for business purposes only, i.e. it is not contracting as a ‘consumer’; (iii) it will at all times supply truthful and accurate information to DueDil and will not misrepresent itself to the public through its use of the Services (iv) neither the performance of its obligations under this Agreement nor the use of the Services will violate any applicable laws, rules or regulations of governments having jurisdiction or cause a breach of any agreements it has 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, immediately on prior written notice, to suspend or terminate the Agreement and/or the Customer’s use of the Services.
4.3. The Customer agrees that it will use the Services only for lawful purposes and in accordance with the Agreement. In connection with the provision of or its use of the Services, the Customer will comply at all times with all applicable laws, rules and regulations including, without limitation, the Data Protection Act 1998.
4.4. The Customer 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 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 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 DueDil Website; (iv) create an application that may be used to violate the Agreement or other site policy; (v) adversely affect DueDil or DueDil's name, reputation, image or goodwill in connection with the Customer's use of the Services; and/or (vi) without express permission from DueDil, use manual or automated software, devices, scripts, robots or other means or processes to access, crawl, scrape, copy or duplicate any content on the website.
5. Maintenance and Support
5.1. DueDil shall use its reasonable efforts to ensure that maintenance of the Services, which may require interruption of the Customer’s 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, software updates and feature improvements.
5.3. DueDil shall maintain and update the Services. Should the Customer determine that the Services include a defect, the Customer may at any time file error reports by contacting our 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 software maintenance.
5.4. The Customer shall have sole responsibility for providing support in connection with equipment, data integration tools and processes operated, developed or maintained by the Customer, including without limitation those used to:
5.4.1. access the Services via the internet; and
5.4.2. connect the Services to the Customer’s other software and databases.
5.5. The Customer acknowledges 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 the Customer should rely. The Customer 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. The Customer acknowledges and agrees 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 the Customer.
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 the Customer’s 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 the Customer’s computer equipment, computer programs, data or other proprietary material due to the Customer’s use of the Services or to the Customer’s downloading of any content on the DueDil Website or Services, or on any website linked to the DueDil Website or Services.
6.5. DueDil will 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 the Customer) 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 the Customer does become aware of any inaccurate or incorrect content accessed or accessible using the Services (in particular pertaining to the Customer) the Customer 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 the Customer have any concerns as regards inaccurate or incorrect content in this regard the Customer should also contact DueDil at firstname.lastname@example.org and DueDil will use its reasonable endeavours to pass such concern onto the appropriate third party provider. The Customer understands that by using the Services, it 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 the Customer 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 the Customer’s use of them.
7. Third Party Services
7.1. DueDil may provide the Customer 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 the Customer, the Customer understands 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. The Customer expressly acknowledges and agrees that use of Third Party Services is at the Customer's 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. The Customer 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 the Customer to enter into a separate agreement directly with the Third Party Vendor before the Customer uses a Third Party Services, DueDil will notify the Customer accordingly and the Customer agrees to observe the terms of any that agreement for use of such Third Party Services and that it shall be fully liable to Third Party Vendors and DueDil with respect to any improper use of such Third Party Services or violation of any such agreement made directly with the Third Party Vendor.
8. Payments and Invoicing
8.1. The Customer shall pay for use of the Services in accordance with the fees, charges and billing terms set out in the Confirmation Email (the "Fees"). Fees quoted are exclusive of, and the Customer shall pay, all taxes, duties, levies, fees or other similar charges (including, without limitation, VAT).
9.1. Neither DueDil nor the Customer 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.
9.2. If you choose, or you are provided with, a login email address, 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.
10. Third Party Claims
10.1. In the event that the Customer is 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, the Customer agrees to immediately notify DueDil and at DueDil’s request to immediately cease to use the Services.
11. Limits on Liability
11.1. The Customer 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) its use of the Services (except to the extent such claims arise directly from a breach of applicable law by DueDil); or (ii) its breach of the Agreement. In such a case, DueDil will provide that the Customer with written notice of such claim, suit or action.
11.2. In no event shall DueDil’s aggregate liability under the Agreement exceed the value corresponding to three months’ use of the Services. In no event shall DueDil be liable under the Agreement for any indirect, special, incidental or consequential damage, including but not limited to, any damages for loss of profits or revenue by the Customer, 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.
11.3. 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; or (ii) fraud; (iii) any liability which cannot be excluded or limited under applicable law.
12.1. Without prejudice to the remainder of the Agreement or any remedies available at law or in equity, DueDil may immediately suspend or terminate the Customer’s use of the Services, without liability or refund, if: (i) any payment that the Customer owes to DueDil is declined, rejected or reversed for any reason whatsoever during the Subscription Term; and/or (ii) the Customer breaches any of the terms of the Agreement.
12.2. Either party shall be entitled to terminate the Agreement with immediate effect by serving written notice on the other party in the following circumstances: (i) if the other party commits a material breach of any of its obligations under the Agreement which is not capable of remedy; (ii) if the other party commits a material breach of any of its obligations under the Agreement which is not remedied within twenty-eight (28) days after receipt of a notice from the party not in breach specifying the breach, requiring its remedy and making clear that failure to remedy may result in termination; and/or (iii) (in the case of termination by DueDil only) if DueDil loses the right to distribute any Data or third party software or to provide the Services as contemplated by the Agreement.
12.3. The Agreement may be terminated by DueDil at any time upon it giving to the Customer no less than sixty (60) days' prior written notice of termination. If DueDil terminates the Agreement according to this paragraph during the Subscription Term, where the Customer has paid fees to DueDil in advance, DueDil will refund an appropriate pro-rata portion of the fees paid by the Customer for the remainder of such term.
12.4. 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 (including, without limitation, payment obligations) or which are expressly stated to continue to have effect beyond termination.
12.5. Upon termination of the Agreement, the Customer's access to the Services will cease and the Customer will take all commercially reasonable steps to permanently delete any copies of any Data or other material owned by DueDil from its electronic systems, except that the Customer may retain a copy of Data accessed by the Customer prior to the termination of the Agreement for archival and backup purposes, solely to the extent necessary to document the Customer's compliance with any applicable legal and contractual customer identification and "know-your-customer" obligations.
13.1. The Agreement represents the entire agreement between DueDil and the Customer 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.
13.2. DueDil reserves the right 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. DueDil shall use reasonable efforts to give notice of any such modifications via the DueDil Website (the "Modification Notice") and accordingly, DueDil recommends that the Customer periodically checks the Terms and the Privacy and Cookies Policies as posted on the DueDil Website, for changes. In the event of any material modification of the Agreement by DueDil, the Customer shall have the right, within 10 days after the date of the Modification Notice or the effective date of the modifications (whichever is later), to terminate this Agreement upon written notice to DueDil. Continued use of the Services after any such notice period shall constitute acceptance by the Customer of these changes.
13.3. Except for any payments due hereunder, 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.
13.4. 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.
13.5. 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.
13.6. 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.
13.7. 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.
13.8. 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.
13.9. 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.
13.10. 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.
13.11. 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).
13.12. 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.
14. Additional Terms Relating Specifically to the “Buy 1 Annual DueDil Premium Plan and get the 2nd year free” promotion February and March 2016 (the “Offer”)
14.1. The Offer is only valid during the promotional period beginning on 23rd February 2016 and ending on 11th March 2016 (the “Promotional Period”).
14.2. The Offer is only available when purchasing an annual DueDil Premium Plan (the “Plan”) during the Promotional Period at the Plan price of £99 per month, exclusive of VAT, billed annually.
14.3. The Offer cannot be applied to any other Plan purchased outside of the Promotional Period.
14.4. The reference to "2nd year free" refers to the second annual charge in the Plan billing cycle, from the date of initial purchase, and entitles the member to use the services included in the Plan for the second calendar year in the billing cycle at no additional charge.
14.5. Following the second anniversary date of the initial purchase, the Plan will be charged at the applicable standard annual rate, unless the Plan has been cancelled prior to the second anniversary date following the initial purchase.
14.6. If the Plan is cancelled at any time within the first two years, it will expire on the second anniversary date following the initial purchase.
14.7. The "Lifetime Price Freeze" only applies to Plans purchased via the Offer and indicates that no price increase will ever be applied to a Plan purchased via the Offer.
14.8. The Plan will expire automatically after the second anniversary date following the initial purchase if there is a lapse in payment.
14.9. DueDil reserves the right to alter the terms of the Offer or revoke the Offer at any time, at DueDil’s discretion.
14.10. The offer of unlimited credit reports is subject to restrictions, and cannot be used in unreasonable excess. DueDil reserves the right to define the limits of "unreasonable excess" at any given time.